EX-99.2 3 d532031dex992.htm EX-99.2 EX-99.2
©
2013 Broadridge Financial Solutions, Inc.
Broadridge and the Broadridge logo are registered trademarks of Broadridge Financial Solutions, Inc.
May 7, 2013
Earnings Webcast & Conference Call
Third Quarter Fiscal Year 2013
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, 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. In particular, information appearing in the “Fiscal Year
2013 Financial Guidance” section are forward-looking statements. These statements are based on management’s expectations and
assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These
risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for
the fiscal year ended June 30, 2012 (the “2012 Annual Report”), as they may be updated in any future reports filed with the Securities
and Exchange Commission. All forward-looking statements speak only as of the date of this presentation and are expressly qualified
in their entirety by reference to the factors discussed in the 2012 Annual Report. These risks include: the success of Broadridge in
retaining and selling additional services to its existing clients and in obtaining new clients; Broadridge’s reliance on a relatively small
number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with
favorable pricing terms; changes in laws and regulations affecting the investor communication services provided by Broadridge;
declines in participation and activity in the securities markets; overall market and economic conditions and their impact on the
securities markets; any material breach of Broadridge security affecting its clients’ customer information; the failure of Broadridge’s
outsourced data center services provider to provide the anticipated levels of service; any significant slowdown or failure of
Broadridge’s systems or error in the performance of Broadridge’s services; Broadridge’s failure to keep pace with changes in
technology and demands of its clients; Broadridge’s ability to attract and retain key personnel; the impact of new acquisitions and
divestitures; and competitive conditions. Broadridge disclaims any obligation to update or revise forward-looking statements that may
be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other
than as required by law.
Non-GAAP Financial Measures
In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”)
and should be viewed in addition to, and not as a substitute for, the Company’s reported results.  Net earnings, diluted earnings per
share and pre-tax earnings margins excluding Acquisition Amortization and Other Costs and Restructuring and Impairment Charges
are Non-GAAP measures.  These measures are adjusted to exclude costs incurred by the Company in connection with amortization
and other charges associated with the Company’s acquisitions, and the termination of the Penson outsourcing services agreement,
as Broadridge believes this information helps investors understand the effect of these items on reported results and provides a better
representation of our actual performance.  Free cash flow is a Non-GAAP measure and is defined as cash flow from operating
activities, less capital expenditures and purchases of intangibles.  Management believes this Non-GAAP measure provides 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.  Accompanying this presentation is a reconciliation of Non-GAAP measures to the
comparable GAAP measures.
Use of Material Contained Herein
The information contained in this presentation is being provided for your convenience and information only.  This information is
accurate as of the date of its initial presentation.  If you plan to use this information for any purpose, verification of its continued
accuracy is your responsibility.  Broadridge assumes no duty to update or revise the information contained in this presentation.  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.


2
Today’s Agenda
Opening Remarks and Other
Rich Daly, CEO
Key Topics
Third Quarter and YTD 2013
Dan Sheldon, CFO
Highlights and Segment Results
Summary
Rich Daly, CEO
Q&A
Rich Daly, CEO
Dan Sheldon, CFO
Closing Remarks
Rich Daly, CEO


3
Opening Remarks
Key Topics:
Financial Highlights
Closed Sales Performance


4
Financial Highlights
Solid Revenue Growth
Total revenues and recurring revenues were up 5% for the quarter
Primarily due to net new business (closed sales less client losses)
Event-driven activity was slightly positive
Equity positions grew +7%, while equity trade volumes remained challenging at -2%
Year-to-date total and recurring revenues were up 4%
Non-GAAP diluted earnings per share (EPS) growing for the quarter and YTD
Third quarter Non-GAAP diluted EPS of $0.39 was up 22%
YTD Non-GAAP diluted EPS of $0.74 was up 14%
Primarily due to higher revenues and cost containment
YTD opportunistically repurchased ~6M shares or ~5% of diluted shares outstanding
Third quarter opportunistically repurchased 2M shares at an average cost of $22.73 per share
Board authorized an additional 6M shares for repurchase
Approximately 10M shares available under share repurchase plans
Reaffirming fiscal year 2013 guidance
4-7% recurring revenue growth (3-4% total revenue growth)
$1.60-1.70 GAAP diluted EPS
$1.76-1.86 Non-GAAP diluted EPS
We believe we are well positioned for FY14 and beyond


5
Closed Sales Performance
Recurring revenue closed sales were up ~50% for the quarter
No large transactions of >$5M
Transactions of <$5M:
Year-to-date recurring revenue closed sales were down ~26%
Primarily due to longer than anticipated sales cycles for large transactions
Excluding large transactions, closed sales were at the same level as previous YTD
Pipeline remains robust
Continued progress on pending large transactions
Reaffirming fiscal year 2013 recurring revenue closed sales guidance of
$110-150M
Achievement requires closing at least one of the large pending transactions
ICS recurring revenue closed sales were $15M vs. $10M in prior quarter
SPS recurring revenue closed sales were $9M vs. $6M in prior quarter


6
Key Financial Drivers and Free Cash Flow
Historical CAGR
3Q
3Q YTD
Actual
Forecast
(FY07-FY12)
FY13
FY13
FY12
FY13
2%
Total Revenue Growth
5%
4%
6%
3-4%
3%
Closed Sales
(Recurring)
6%
4%
3%
4-5%
(2%)
Client Losses
(1%)
(1%)
(1%)
(1)%
1%
   Net New Business
5%
3%
2%
3-4%
1%
Internal Growth
(a)
(2%)
(1%)
1%
0%
2%
Acquisitions
0%
0%
3%
0%
4%
Total Recurring
3%
2%
6%
3-4%
(1%)
Event-Driven
(b)
0%
0%
0%
0%
(1%)
Distribution
(c)
2%
2%
0%
0%
0%
FX/Other
(0%)
(0%)
0%
0%
EBIT Margin
(Non-GAAP)
13.0%
8.9%
13.9%
14.9 - 15.7%
Tax Rate
(Non-GAAP)
35.9%
36.0%
35.6%
37.0%
Free Cash Flow
(d)
(Non-GAAP)
$37M
$244M
$196-249M
(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
(c) Distribution includes pass-through fees from Matrix
(d) Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases


7
Segment Results & Forecast –
Investor Communication Solutions
Revenue/Growth
EBIT/Growth
Margin/Growth
Q3:
$404M / 8%
$51M / 38%
12.6% / 270 bps
Q3 YTD:
$1,071M / 7%
$95M / 69%
8.8% / 320 bps
FY13:
$1,695 to 1,707M / 4%
$291 to 299M / 20 to 23%
17.2 to 17.5% / 230 to 260 bps
FY13 revenue and margin guidance remains on track
Recurring fee revenue growth YTD of 8% was driven primarily by net new
business
Position growth in-line with expectations as YTD activities represent only
~25% of full year
Expecting over $200M in equity proxy revenues in Q4 of FY13
Client revenue retention levels maintained at ~99%
(Non-GAAP)
(Non-GAAP)
Recurring revenue closed sales range for FY13 remains $50-70M
YTD event-driven fee revenue 7% ahead of previous year. Full year
event-driven fee revenue guidance remains ~$130M
Full year margins still expected to increase 230-260 bps


8
Segment Results & Forecast –
Securities Processing Solutions
Revenue/Growth
EBIT/Growth
(Non-GAAP)
Margin/Growth
(Non-GAAP)
Q3:
$170M / 0%
$29M / +16%
16.9% / +230 bps
Q3 YTD:
$487M / 0%
$58M / (20)%
11.9% / (300) bps
FY13:
$658 to 683M / 0 to +4%
$79 to 102M / (13) to +12%
12.0 to 15.0% / (190) to +110 bps
FY13
revenue
and
margin
guidance
remains
on
track
-
business
is
growing
Net new business is building each quarter-
~$65M backlog  
Recurring  revenue closed sales range for FY13 remains $60-80M
Client revenue retention rate at ~98% 
Equity trade volumes down 2%
High and low guidance range still dependent on trade volumes
Full year margins are expected to be impacted by revenue mix, internal
trade volumes and planned increase in systems investments (e.g. TARP
development)


9
Summary
Solid operating results year-to-date
Recurring fee revenue continues to grow
Closed sales pipeline robust
Strong Foundation for Growth
Diverse and well positioned products and services
Service profit chain culture built on strong values
High brand recognition and trust
ICS strong value creator
SPS on solid foundation
Vigilant on operating efficiency
Strong client revenue retention rate of ~99%
Reaffirming fiscal year 2013 guidance
4-7% recurring revenue growth (3-4% total revenue growth)
$1.60-1.70 GAAP diluted EPS
$1.76-1.86 Non-GAAP diluted EPS
We believe we are well positioned for FY14 and beyond


10
Q&A
There are no slides during this portion of the presentation


11
Closing Comments
There are no slides during this portion of the presentation


12
Appendix


13
Segment Results & Forecast –
Other & Foreign Exchange (FX)
:
YTD
results
as
expected
and
in
line
with
full
year
guidance
range
:
FY13
reflects
higher
average
debt
balance
and
refinancing
of
our
credit facilities
:
FY13 transition costs related to the termination of the Penson
outsourcing services agreement including shutdown costs
Corporate
Expenses
Interest
Expense,
net
Restructuring Charges
YTD
3Q13
3Q13
Low
High
Corporate Expenses
$(8)M
$(23)M
$(30)M
$(37)M
Interest Expense, net
$(4)M
$(11)M
$(17)M
$(21)M
FX -
P&L -
Revenue
$3M
$8M
$13M
$13M
-
EBIT
$4M
$11M
$14M
$14M
-
Transaction Activity
$0M
$(1)M
$(1)M
$(1)M
Restructuring Charges
$(4)M
$(8)M
$(10)M
$(10)M
FY13 Range


14
Broadridge FY13 Q3 and YTD from Continuing Operations
Revenue
FY12
FY13
FY12
FY13
FY12
FY13
FY12
FY13
Q3
Q3
YTD Q3
YTD Q3
Q3
Q3
YTD Q3
YTD Q3
$374
$404
$1,004
$1,071
ICS
$37
$51
$56
$95
1%
8%
7%
7%
Growth %  /  Margin %  
9.9%
12.6%
5.6%
8.8%
$169
$170
$489
$487
SPS
$25
$29
$73
$58
10%
0%
11%
0%
Growth %  /  Margin % 
14.6%
16.9%
14.9%
11.9%
$543
$574
$1,493
$1,558
Total Segments
$62
$80
$129
$153
4%
6%
8%
4%
Margin %
11.4%
13.9%
8.6%
9.8%
$0
$0
$0
$0
Other
(a)
($4)
($8)
($17)
($23)
$3
$3
$10
$8
FX
(b)
$3
$4
$8
$10
$547
$577
$1,503
$1,566
Total Broadridge (Non-GAAP)
(a)
$60
$75
$120
$140
4%
5%
8%
4%
Growth %  /  Margin %  
11.1%
13.0%
8.0%
8.9%
Interest & Other
($3)
($4)
($10)
($11)
Acquisition Amortization and Other Costs
(c)
$7
$6
$20
$17
Total EBT (Non-GAAP)
(d)
$64
$77
$130
$146
Margin %
11.7%
13.4%
8.6%
9.3%
Income taxes
(a)
($23)
($28)
($47)
($53)
Tax Rate
37.2%
35.9%
36.6%
36.0%
Total Net Earnings (Non-GAAP)
(d)
$41
$50
$83
$94
Margin %
7.4%
8.6%
5.5%
6.0%
Acquisition Amortization and Other Costs
(c)
($4)
($4)
($12)
($11)
Restructuring and Impairment Charges
(e)
($14)
($2)
($21)
($5)
IBM Migration costs
($4)
$0
($8)
$0
Non-GAAP Items (Net of Taxes)
($23)
($6)
($41)
($16)
Total Net Earnings (GAAP)
$18
$43
$42
$78
Margin %
3.3%
7.5%
2.8%
5.0%
Diluted Shares
128.4
125.0
127.4
125.9
Diluted EPS (Non-GAAP)
(d)
$0.32
$0.39
$0.65
$0.74
Diluted EPS (GAAP)
$0.14
$0.35
$0.33
$0.62
Earnings
(a) 
FY12 Q3 excludes IBM Migration costs of $6M (after tax $4M, or $0.03 EPS impact). FY12 YTD Q3 excludes IBM Migration costs of $13M (after tax $8M, or $0.06 EPS impact).
FY12 Q3 excludes Restructuring and Impairment Charges of $22M (after tax $14M, or $0.11 EPS impact). FY12 Q3 YTD and excludes Restructuring  and Impairment Charges of $32M (after tax
$21M, or $0.16 EPS impact). 
FY13 Q3 excludes Restructuring Charges of $4M (after tax $2M, or $0.02 EPS impact). FY13 Q3 YTD excludes Restructuring Charges of $8M (after tax $5M, or $0.04 EPS impact).
(b) 
Includes impacts of FX P&L and FX transaction activity.
(c) 
Represents amortization charges associated with intangible asset values as well as other deal costs associated with the Company’s acquisitions.
(d)      FY12 Q3 excludes Acquisition Amortization and Other Costs of $7M (after tax $4M or $0.04 EPS impact), IBM Migration costs of $6M (after tax $4M, or $0.03 EPS impact) and Restructuring and
Impairment Charges of $22M (after tax $14M, or $0.11 EPS impact)
FY12 YTD Q3 excludes Acquisition Amortization and Other Costs of $20M (after tax $13M or $0.10 EPS impact), IBM Migration costs of $13M (after tax $8M, or $0.06 EPS impact) and
Restructuring and Impairment Charges of $32M (after tax $21M, or $0.16 EPS impact).
FY13 Q3 excludes Acquisition Amortization and Other Costs of $6M (after tax $4M or $0.02 EPS impact) and Restructuring Charges of $4M (after tax $2M, or $0.02 EPS impact).
FY13 YTD Q3 excludes Acquisition Amortization and Other Costs of $17M (after tax $11M or $0.08 EPS impact) and Restructuring Charges of $8M (after tax $5M, or $0.04 EPS impact).
(e)     FY13 Q3 and FY13 YTD Q3 represents transition costs related to termination of the Penson agreement including shutdown costs.
FY12 Q3 and FY12 Q3 YTD represents Penson OTTI charge and note receivable impairment charge.


15
Broadridge FY13 Guidance from Continuing Operations
Revenue
Earnings
FY12
FY13 Range
FY12
FY13 Range
Actual
Low
High
($ in millions)
Actual
Low
High
$1,634
$1,695
$1,707
ICS
$243
$291
$299
5%
4%
4%
Growth %  /  Margin %  
14.9%
17.2%
17.5%
$655
$658
$683
SPS
$91
$79
$102
10%
0%
4%
Growth %  /  Margin %  
13.9%
12.0%
15.0%
$2,290
$2,353
$2,390
Total Segments
$334
$370
$401
6%
3%
4%
Margin %
14.6%
15.7%
16.8%
$0
$0
$0
Other
(a)
($28)
($30)
($37)
$13
$13
$13
FX
(b)
$14
$13
$13
$2,304
$2,366
$2,403
Total Broadridge (Non-GAAP)
(a)
$319
$353
$377
6%
3%
4%
Growth %  /  Margin %  
13.9%
14.9%
15.7%
Interest & Other
($13)
($17)
($21)
Acquisition Amortization and Other Costs
(c)
$25
$22
$22
Total EBT (Non-GAAP)
(d)
$331
$358
$378
Margin %
14.4%
15.1%
15.7%
Income taxes
(d)
($118)
($133)
($140)
Recurring Closed Sales
Tax Rate
35.6%
37.0%
37.0%
FY13 Range
Segments
Low
High
Total Net Earnings (Non-GAAP)
(d)
$213
$226
$238
ICS
$50
$70
Margin %
9.3%
9.5%
9.9%
SPS
$60
$80
Total
$110
$150
Acquisition Amortization and Other Costs
(c)
($15)
($14)
($14)
Restructuring and Impairment Charges
(e)
($58)
($6)
($6)
IBM Migration costs
($15)
$0
$0
Non-GAAP Items (Net of Taxes)
($88)
($20)
($20)
Total Net Earnings (GAAP)
$125
$205
$218
Margin %
5.4%
8.7%
9.1%
Diluted Shares
128
128
128
Diluted EPS (Non-GAAP)
(d)
$1.67
$1.76
$1.86
Diluted EPS (GAAP)
$0.98
$1.60
$1.70
(a)  FY12 excludes IBM Migration costs of $25M (after tax $15M, or $0.12 EPS impact) and Restructuring and Impairment Charges of $81M (after tax $58M, or $0.45 EPS
impact). FY13 guidance excludes Restructuring and Impairment Charges of $10M (after tax $6M, or $0.05 EPS impact).
(b)  Includes impacts of FX P&L and FX Transaction Activity.
(c)  Represents amortization charges associated with intangible asset values as well as other deal costs associated with the Company’s acquisitions. 
(d)   FY12 excludes Acquisition Amortization and Other Costs of $25M (after tax $15M or $0.12 EPS impact), IBM Migration costs of $25M (after tax $15M, or $0.12 EPS impact)
and Restructuring and Impairment Charges of $81M (after tax $58M, or $0.45 EPS impact). FY13 guidance excludes Acquisition Amortization and Other Costs of $22M (after
tax $14M or $0.11 EPS impact) and Restructuring and Impairment Charges of $10M (after tax $6M, or $0.05 EPS impact).
(e)   FY12 represents Penson deferred client conversion and startup costs, other than temporary impairment charges, shutdown costs, cancellation of the note receivable, less
the elimination of the obligation to pay or credit Penson fees.  FY13 represents transition costs related to termination of the Penson agreement including shutdown costs.
* Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases.


16
Cash Flow –YTD FY13 Results and FY13 Forecast
Nine  Months
Ended
March 2013
Low
High
Free Cash Flow  
(Non-GAAP)
:
Round
Net earnings from continuing operations (GAAP)
77.5
$    
78
$                           
205
$               
218
$               
Depreciation and amortization (includes other LT assets)
70.9
      
71
                             
95
                     
105
                 
Stock-based compensation expense
21.1
      
21
                             
31
                     
31
                     
Other
3.0
        
3
                                
(5)
                      
5
                       
Subtotal
172.5
    
173
                           
326
                 
359
                 
Working capital changes
(41.3)
     
(41)
                            
(15)
                   
(15)
                   
Long-term assets & liabilities changes
(58.9)
     
(59)
                            
(60)
                   
(50)
                   
Net cash flow provided by continuing operating activities
72.3
      
73
                             
251
                 
294
                 
Cash Flows From Investing Activities
Capital expenditures & software purchases
(35.6)
     
(36)
                            
(55)
                   
(45)
                   
Free cash flow (Non-GAAP)
36.7
$    
37
$                           
196
$               
249
$               
Cash Flows From Other Investing and Financing Activities
Stock repurchases net of options proceeds
(111.3)
  
(111)
                          
(111)
                
(111)
                
Dividends paid
(64.2)
     
(64)
                            
(86)
                   
(86)
                   
Other
0.5
        
-
                            
(5)
                      
5
                       
Net change in cash and cash equivalents
(138.3)
  
(138)
                          
(6)
                      
57
                     
Cash and cash equivalents, at the beginning of year
320.5
    
321
                           
321
                 
321
                 
Cash and cash equivalents, at the end of period
182.2
182
$                         
315
$               
378
$               
(a) Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases.
FY13 Range 
(a)
($ millions)
Unaudited
Free Cash Flow - Non-GAAP


17
Recurring Closed Sales to Revenue Contribution
Recurring Closed Sales to Revenue
($ in millions)
Closed Sales
Revenue Contribution
(a)
Backlog
(b)
Forecast
Forecast
Forecast
FY13
FY13
FY13
ICS
$50-70
~$50-60
~$35-45
~Contribution to revenue growth
~3%
SPS
$60-80
~$40-50
~$85-105
~Contribution to revenue growth
6-8%
Total Recurring Closed Sales
$110-150
~$90-110
~$120-150
~Contribution to revenue growth
4-5%
(a)
Revenue from current year and prior year Closed Sales.
(b)
Closed Sales expected to convert to revenue in future years.


18
Revenues and Closed Sales FY07-FY13
($ in millions)
Forecast
Recurring Fee Revenues
FY07
FY08
FY09
FY10
FY11
FY12
CAGR
FY13
ICS
529
$             
567
$             
594
$             
632
$             
720
$             
798
$             
9%
$862-874
Growth
3%
7%
5%
6%
14%
11%
8-10%
SPS
527
$             
534
$             
559
$             
536
$             
594
$             
655
$             
4%
$658-683
Growth
11%
1%
5%
-4%
11%
10%
0-4%
Total Recurring Fee Revenues
1,056
$         
1,101
$         
1,153
$         
1,168
$         
1,313
$         
1,453
$         
7%
$1,520-1,557
Growth
7%
4%
5%
1%
12%
11%
4-7%
Event-Driven
203
$             
200
$             
180
$             
257
$             
135
$             
132
$             
-8%
~$129
Growth
33%
-1%
-10%
43%
-47%
-2%
-2%
Distribution
821
$             
808
$             
757
$             
781
$             
704
$             
704
$             
-3%
~$704
Growth
12%
-2%
-6%
3%
-10%
0%
0%
Other/ FX
(12)
$             
22
$               
(17)
$             
4
$                  
14
$               
14
$               
~$13
Total Revenues
2,068
$         
2,131
$         
2,072
$         
2,209
$         
2,167
$         
2,304
$         
2%
$2,366-2,403
Growth
12%
3%
-3%
7%
-2%
6%
3-4%
Recurring Closed Sales
63
$               
82
$               
95
$               
119
$             
113
$             
120
$             
14%
$110-150
Growth
-32%
30%
16%
25%
-5%
6%
-8-+25%
($ in millions)
Forecast
Event-Driven Fee Revenues
(a)
FY07
FY08
FY09
FY10
FY11
FY12
CAGR
FY13
Mutual Fund Proxy
79
$               
92
$               
55
$               
150
$             
39
$               
28
$               
-19%
$27
Mutual Fund Supplemental
51
$               
49
$               
58
$               
48
$               
44
$               
47
$               
-2%
$46
Contest/ Specials/ Other Communications
73
$               
59
$               
67
$               
59
$               
52
$               
57
$               
-5%
$56
Total Event-Driven Fee Revenues
203
$             
200
$             
180
$             
257
$             
135
$             
132
$             
-8%
$129
Growth
33%
-1%
-10%
43%
-47%
-2%
-2%
Recurring Distribution Revenues
(b)
593
$             
580
$             
567
$             
564
$             
573
$             
597
$             
0%
~$597
Growth
6%
-2%
-2%
-1%
2%
4%
0%
ED Distribution Revenues
(b)
228
$             
228
$             
190
$             
217
$             
131
$             
107
$             
-14%
~$107
Growth
35%
0%
-17%
14%
-39%
-18%
0%
Total Distribution Revenues
821
$             
808
$             
757
$             
781
$             
704
$             
704
$             
-3%
~$704
Growth
12%
-2%
-6%
3%
-10%
0%
0%
(a) Includes reclassification of Pre-sale Fulfillment from event-driven revenues to recurring revenues. 
(b) Includes reclassification of Pre-sale Fulfillment related distribution revenues and Matrix pass-through administrative services from event-driven revenues to recurring revenues. 


19
Reconciliation of Non-GAAP to GAAP Measures
Nine
Months
Ended
March
2013
Low
High
Free
Cash
Flow
(Non-GAAP)
:
Round
Net earnings from continuing operations (GAAP)
77.5
$   
78
$                          
205
$              
218
$              
Depreciation and amortization (includes other LT assets)
70.9
71
95
105
Stock-based compensation expense
21.1
21
31
31
Other
3.0
3
(5)
5
Subtotal
172.5
173
326
359
Working capital changes
(41.3)
(41)
(15)
(15)
Long-term assets & liabilities changes
(58.9)
(59)
(60)
(50)
Net cash flow provided by continuing operating activities
72.3
73
251
294
Cash Flows From Investing Activities
Capital expenditures & software purchases
(35.6)
(36)
(55)
(45)
Free
cash
flow
(Non-GAAP)
36.7
$   
37
$                          
196
$              
249
$              
(a)
Guidance
does
not
take
into
consideration
the
effect
of
any
future
acquisitions,
additional
debt
and/or
share
repurchases.
FY13 Range
(a)
($
millions)
Unaudited
Free
Cash
Flow
-
Non-GAAP
Reconciliation of EPS Guidance
3Q12
3Q13
YTD12
YTD13
FY10
FY11
FY12
FY13 Range
Actual
Actual
Actual
Actual
Actual
Actual
Actual
Low
High
Guidance
Provided
in
August
2012
-
Diluted
EPS
(Non-GAAP)
$0.28
$0.37
$0.55
$0.66
$1.56
$1.37
$1.55
$1.65
$1.75
Acquisition Amortization and Other Costs
$0.04
$0.02
$0.10
$0.08
$0.04
$0.10
$0.12
0.11
0.11
Current
Guidance
-
Diluted
EPS
(Non-GAAP)
$0.32
$0.39
$0.65
$0.74
$1.60
$1.47
$1.67
$1.76
$1.86
Acquisition Amortization and Other Costs
($0.04)
($0.02)
($0.10)
($0.08)
($0.04)
($0.10)
($0.12)
(0.11)
(0.11)
Restructuring and Impairment Charges
($0.11)
($0.02)
($0.16)
($0.04)
$0.00
$0.00
($0.45)
(0.05)
(0.05)
IBM Migration costs
($0.03)
$0.00
($0.06)
$0.00
$0.00
($0.03)
($0.12)
0.00
0.00
One-time recognition of deferred tax assets
$0.00
$0.00
$0.00
$0.00
$0.06
$0.00
$0.00
0.00
0.00
Current
Guidance
-
Diluted
EPS
(GAAP)
$0.14
$0.35
$0.33
$0.62
$1.62
$1.34
$0.98
$1.60
$1.70
Reconciliation of EBT Guidance (a)
3Q12
3Q13
YTD12
YTD13
FY10
FY11
FY12
FY13 Range
($ in millions)
Actual
Actual
Actual
Actual
Actual
Actual
Actual
Low
High
Prior
Guidance
-
Total
EBT
(Non-GAAP)
$57
$72
$110
$129
$342
$276
$306
$336
$356
Margin %
10.4%
12.4%
7.3%
8.2%
15.5%
12.7%
13.3%
14.2%
14.8%
Acquisition Amortization and Other Costs
$7
$6
$20
$17
$8
$19
$25
$22
$22
Current
Guidance
-
Total
EBT
(Non-GAAP)
$64
$77
$130
$146
$350
$295
$331
$358
$378
Margin %
11.7%
13.4%
8.6%
9.3%
15.9%
13.6%
14.4%
15.1%
15.7%
Acquisition Amortization and Other Costs
($7)
($6)
($20)
($17)
($8)
($19)
($25)
($22)
($22)
Restructuring and Impairment Charges
($23)
($4)
($32)
($8)
$0
$0
($81)
($10)
($10)
IBM Migration costs
($6)
$0
($13)
$0
$0
($6)
($25)
$0
$0
Total EBT (GAAP)
$29
$68
$66
$121
$342
$270
$201
$326
$346
Margin %
5.3%
11.7%
4.4%
7.7%
15.5%
12.4%
8.7%
13.8%
14.4%
(a) Details may not sum to totals due to rounding


20
ICS Key Segment Revenue Stats
RC= Recurring
ED= Event-Driven
In millions
Fee Revenues
3Q12
3Q13
YTD FY12
YTD FY13
Type
Proxy
Equities
31.7
$            
34.0
$             
80.1
$             
84.8
$             
RC
   Stock Record Position Growth
4%
7%
1%
3%
   Pieces
24.5
                   
27.1
                    
66.1
                   
68.1
               
Mutual Funds
5.5
$              
7.1
$               
19.3
$             
22.7
$             
ED
   Pieces
6.6
                     
13.0
                    
29.6
                   
36.7
               
Contests/Specials
3.0
$              
2.3
$               
9.7
$               
7.3
$               
ED
   Pieces
3.0
                     
2.2
                       
10.7
                   
6.7
                
Total Proxy
40.2
$            
43.4
$             
109.1
$           
114.8
$            
   Total Pieces
34.2
                   
42.3
                    
106.5
                 
111.5
             
Notice and Access Opt-in %
69%
70%
66%
64%
Suppression %
58%
59%
56%
60%
Interims
Mutual Funds (Annual/Semi-Annual Reports/Annual Prospectuses)
33.5
$            
36.6
$             
84.7
$             
99.9
$             
RC
   Position Growth
7%
9%
9%
10%
   Pieces
168.8
                
166.9
                 
438.1
                 
470.8
             
Mutual Funds (Supplemental Prospectuses) & Other
15.9
$            
20.2
$             
34.9
$             
44.0
$             
ED
   Pieces
86.8
                   
107.0
                 
191.2
                 
228.6
             
Total  Interims
49.4
$            
56.8
$             
119.6
$           
143.9
$            
   Total Pieces
255.7
                
273.9
                 
629.3
                 
699.4
             
Transaction
Transaction Reporting/Customer Communications
47.7
$            
50.9
$             
123.9
$           
129.4
$            
RC
Reporting
Fulfillment
Fulfillment
31.6
$            
36.0
$             
94.7
$             
101.1
$            
RC
Other
Other - Recurring (a)
25.8
$            
28.5
$             
76.8
$             
80.8
$             
RC
Communications
Other - Event-Driven (b)
12.1
$            
8.1
$               
27.7
$             
23.6
$             
ED
Total Other
37.9
$            
36.6
$             
104.5
$           
104.4
$            
Total Fee Revenues
206.8
$           
223.6
$           
551.6
$           
593.6
$            
Total Distribution Revenues (c)
167.2
$           
180.6
$           
452.2
$           
476.9
$            
Total Revenues as reported - GAAP
374.0
$           
404.2
$           
1,003.8
$        
1,070.5
$         
FY13 Ranges
Low
High
Total RC Fees
170.3
$           
186.0
$           
460.0
$           
496.0
$            
862
$     
874
$  
% RC Growth
8%
9%
0%
8%
8%
10%
Total ED Fees
36.5
$            
37.7
$             
91.6
$             
97.6
$             
129
$     
129
$  
Low
High
Sales
2%
5%
3%
4%
3%
3%
Losses
-1%
0%
-1%
0%
-1%
-1%
Key
Net New Business
1%
5%
2%
4%
2%
2%
Revenue
Internal growth
2%
-1%
2%
0%
2%
2%
Drivers
Recurring (Excluding Acquisitions)
3%
4%
4%
4%
4%
4%
Acquisitions
0%
0%
3%
0%
0%
0%
Total Recurring
3%
4%
7%
4%
4%
4%
Event-Driven
-1%
1%
-1%
0%
0%
0%
Distribution
-1%
3%
1%
3%
0%
0%
TOTAL
1%
8%
7%
7%
4%
4%
(a) Other Recurring fee revenues include revenues from acquisitions.
(b) Other Event-Driven fee revenues include revenues from corporate actions.
(c) Total Distribution Revenues primarily include pass-through revenues related to the physical mailing of Proxy, Interims, Transaction Reporting, and Fulfillment as well as Matrix administrative services.


21
SPS and Outsourcing Key Segment Revenue Stats
RC= Recurring
ED= Event-Driven
In millions
3Q12
3Q13
YTD FY12
YTD FY13
Type
Equity
Transaction-Based
Equity Trades
35.5
$     
33.8
$     
104.7
$   
94.9
$     
RC
Internal Trade Volume
985
969
970
880
Internal Trade Growth
-11%
-2%
1%
-9%
Trade Volume (Average Trades per Day in '000)
1,005
979
982
888
Non-Transaction
Other Equity Services
87.3
92.3
252.1
$   
264.2
$   
RC
Total Equity
122.8
$   
126.1
$   
356.8
$   
359.1
$   
Fixed
Income
Transaction-Based
Fixed Income Trades (a)
13.6
$     
14.0
$     
40.1
$     
41.5
$     
RC
Internal Trade Volume
299
298
294
293
Internal Trade Growth
3%
0%
6%
0%
Trade Volume (Average Trades per Day in '000)
299
308
294
299
Non-Transaction
Other Fixed Income Services
10.8
$     
12.3
$     
33.5
$     
35.8
$     
RC
Total Fixed Income
24.4
$     
26.2
$     
73.7
$     
77.2
$     
Outsourcing
Outsourcing
22.1
$     
17.3
$     
58.4
$     
51.0
$     
RC
# of Clients
13
18
13
18
Total Net Revenue as reported -
GAAP
169.3
$   
169.6
$   
488.8
$   
487.3
$   
FY13 Ranges
Low
High
Sales
5%
7%
5%
5%
6%
8%
Losses
-1%
-2%
-1%
-2%
-2%
-2%
Key
Net New Business
4%
5%
4%
3%
4%
6%
Revenue
Transaction & Non-transaction
0%
-1%
2%
-1%
-1%
1%
Drivers
Concessions
-2%
-4%
-1%
-3%
-4%
-4%
Internal growth
-2%
-5%
1%
-4%
-5%
-3%
Acquisitions
8%
0%
6%
1%
1%
1%
TOTAL
10%
0%
11%
0%
0%
4%


22
Broadridge ICS Definitions
Proxy
Interims
Other
Communications
Transaction
Reporting
Fulfillment
                -  Refers to the proxy services we provide in connection with annual stockholder meetings for publicly traded corporate issuers.  Annual
meetings of public companies include shares held in "street name" (meaning that they are held of record by brokers or banks, which in turn hold
the shares on behalf of their clients, the ultimate beneficial owners) and shares held in "registered name" (shares registered directly in the names
of their owners).  
                           - Refers to the proxy services we provide for funds, classes or trusts of an investment company.  Open-ended mutual funds are
not required to have annual meetings.  As a result, mutual fund proxy services provided to open-ended mutual funds are driven by a "triggering
event."  These triggering events can be a change in directors, fee structures, investment restrictions, or mergers of funds.
               
-
Refers to the proxy services we provide when a separate agenda is put forth by one or more stockholders that is in opposition to the
proposals presented by management of the company which is separately distributed and tabulated from the company’s proxy materials.   
                 - Refers to the proxy services we provide in connection with stockholder meetings held outside of the normal annual meeting cycle and
are primarily driven by special events (e.g., mergers and acquisitions in which the company being acquired is a public company and needs to
solicit the approval of its stockholders).   
                                                                                                                           
connection with information they are required by regulation to distribute periodically to their investors.  These reports contain pertinent information
such as holdings, fund performance, and other required disclosure. 
                                                                                   
information previously provided in an annual mutual fund prospectus (e.g., change in portfolio managers, closing funds or class of shares to
investors, or restating or clarifying items in the original prospectus).  The events could occur at any time throughout the year.   
         
Refers to communications provided by corporate issuers and investment companies to investors including newsletters, notices, tax
information, marketing materials and other information not required to be distributed by regulation.
                                       
Refers primarily to the printing and distribution of account statements, trade confirmations and tax reporting
documents to account holders, including electronic delivery and archival services.  
                                        – Refers primarily to the distribution of prospectuses, offering documents, and required regulatory disclosure information
to investors in connection with purchases of securities.  
                                      – Refers to the distribution of marketing literature, welcome kits, enrollment kits, and investor information to prospective
investors, existing stockholders and other targeted recipients on behalf of broker-dealers, mutual fund companies and 401(k) administrators.   
  
            –
Refers to the services we provide in connection with the distribution of communications material not included in the above definitions
such as non-objecting beneficial owner (NOBO) lists, and corporate actions such as mergers, acquisitions, and tender offer transactions.
Equities
Mutual Funds
Contests
Specials
Mutual
Funds
(Annual/Semi-Annual
Reports/Annual
Prospectuses)
Refers
to
the
services
we
provide
investment
companies
in
Other
Transaction Reporting
Post-Sale Fulfillment
Pre-Sale Fulfillment
Other
Mutual
Funds
(Supplemental
Prospectuses)
Refers
primarily
to
information
required
to
be
provided
by
mutual
funds
to
supplement