BROADRIDGE FINANCIAL SOLUTIONS, INC. - FORM 8-K - EX-99.1 - BROADRIDGE FINANCIAL SOLUTIONS, INC. INVESTOR PRESENTATION

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8-K - FORM 8-K - BROADRIDGE FINANCIAL SOLUTIONS, INC.	d410591d8k.htm

September 2012

Continued Market Leadership

through Execution and Innovation

Investor Presentation

2012 Broadridge Financial Solutions, Inc.

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

Exhibit 99.1

Forward-Looking Statements

This press release 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

press release 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 the Penson Charges, net, IBM Migration costs, and restructuring charges are Non-GAAP measures. These measures

are adjusted to exclude costs incurred by the Company in connection with assets the Company held as a result of the sale of substantially all of its

securities clearing contracts to Penson, the Penson outsourcing services agreement and the migration of its data center to IBM, and restructuring

charges, 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 such Non-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. Accompanying this presentation is a reconciliation of Non-GAAP measures to the comparable GAAP measures.

Pre-Spin Financial Information

Financial information presented for periods prior to the March 30, 2007 spin-off of Broadridge from Automatic Data Processing, Inc. (“ADP”)

represents the operations of the brokerage services business which were operated as part of ADP. Broadridge’s financial results for periods

before the spin-off from ADP may not be indicative of our future performance and do not necessarily reflect what our results would have been had

Broadridge operated as a separate, stand-alone entity during the periods presented, including changes in our operations and capitalization as a

result of the spin-off from ADP.

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.

Broadridge Overview

Broadridge is a strong, resilient business

with significant growth potential

History of market leadership

–

Proven ability to address increasingly complex customer needs

through technology

–

Innovation and thought leader in industry for >50 years

Strong position in large and attractive markets

–

Leader in investor communications and global securities processing

–

Resilient through financial crisis due to mission-critical nature of services

–

Deeply respected by industry and regulators

–

Room for expansion into naturally adjacent markets

Excellent team

–

Results-driven and deeply experienced management team aligned

with long-term interests of shareholders

–

Highly engaged associates -

one of the best large companies to work for in

for 5

consecutive year

1. As recognized by the NY Society of Human Resources in 2008-2012

Broadridge Strategy Statement

Our vision is to be the leading provider of Investor

Communications and Technology and Operations Solutions to

Banks/Broker-Dealers, Mutual Funds, and Corporate Issuers

globally

–

Our mission is to drive the industry we serve to higher levels of efficiency

and compliance; to partner with financial institutions and public companies to

enable their growth; and to provide innovative outsourcing solutions for

mission-critical activities

–

We will grow our businesses by leveraging our unique network, our market

position, and our brand/service reputation

–

We will do so with a combination of organic growth and M&A

–

We anticipate that this approach will drive 6-9% revenue growth and low-to-

mid-teens earnings growth

–

We expect to pay a meaningful dividend and to opportunistically buy back

Recurring Fee Revenue

Investor Communication Solutions

1.5

0.5

2012

2007

Growth through difficult

market environment

•

Proxy services for ~85%

of outstanding

shares in US

•

Processed >600 billion shares in 2012

•

Used by >5,500 institutional investors

globally

•

Eliminates >50%

of physical mailings

•

~450K

votes through mobile apps during

2012 proxy season

New businesses

Tuck-in acquisitions

Broadridge is well positioned to accelerate growth

and continue driving strong free cash flow

~7% CAGR

Securities Processing Solutions

Enable clients

to process in

>50 countries

Processes >$4.5 trillion

(average) in equity and

fixed income trades per

day

1.0

Our market position is differentiated

and sustainable

Investor Communication

Solutions

Securities Processing

Solutions

We are

the leader in several markets

Market

Rank

Bank/Broker-Dealer

Regulatory

Communications

Broker-Dealer

Transactional

Communications

Corporate Issuer

Regulatory

Communications

Mutual Fund Proxy

Mail and Tabulation

Market

Rank

US Brokerage

Processing

US Fixed Income

Processing

Canadian Brokerage

Processing

1. Marketshare based on Broadridge estimates

Investor Communication Solutions (ICS)

Mutual Fund—Natural adjacencies

Transaction reporting

Imaging and workflow, etc.

Mutual Fund—Core

Retirement processing

Data aggregation

Marketing communications

Proxy/solicitation

Large and attractive markets –

Investor

Communications is a $10B+ market

BBD—Emerging products

Global proxy and communications

Tax reporting and outsourcing

Security class actions

Advisor services

Bank/Broker-Dealer (BBD)—Core

Regulatory communications

(proxy, interims, etc.)

Customer communications

(transaction statements, etc.)

Total addressable market $10B+ fee revenue

Issuer

Transfer agency

Shareholder analytics

Investor communications

BBD—Natural adjacencies

Enterprise archiving

On-boarding

International tax reclaim

Sources: BCG, Bain, Patpatia, Broadridge estimates

$1.3B

$0.9B

$2.0B

$3.0B

$1.8B

$1.7B

ICS Unique Business Systems Processing Model

PROXY & INTERIMS PROCESSING OVERVIEW

"THE PLUMBING"

Broker/Bank 1

Issuer 1 / Fund 1

Broker/Bank 2

Issuer 2 / Fund 2

Broker/Bank 3

Issuer 3 / Fund 3

Broker/Bank 4

Issuer 4 / Fund 4

Broker/Bank 5

Issuer 5 / Fund 5

Broker/Bank 6

Issuer 6 / Fund 6

Broker/Bank 7

Issuer 7 / Fund 7

Broker/Bank 8

Issuer 8 / Fund 8

Broker/Bank 9

Issuer 9 / Fund 9

800+

(1)

(3)

Funds 700+

(4)

ANNUAL CORPORATE ISSUER AND MUTUAL FUND EVENTS

Approximately 12,000 Events Per Year

(Annual Corporate Issuer Shareholder Meetings and Mutual Fund Proxy Meetings)

Proxy Distribution

>40% of

accounts

require

special

processing

Vote Processing

Managing

~350M

active

positions

(2)

Majority of

all shares

are held in

street

side

Shareholder

Preferences

Database

Shareholder

Consent

Database

Equity and Mutual Fund Shareholders

Broadridge

manages

>1,600

Corporate

Issuers

Electronic or

Physical Vote Return

Data Hub and Platform

Electronic or

Physical Delivery

Street-side Processing

BROADRIDGE

Proxy Processing System

Over 8 million lines of code and approximately 500,000 function points

Supported by 150+ dedicated programmers

Broadridge

processes on

average 85%

of U.S. shares

outstanding

Registered Processing

Issuers 10,000+

Brokers/Banks

Proxy and Interim processing system is the “plumbing”

supporting the voting

process for corporate governance

(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

> 50% of Hard Copy

Mailings Eliminated

via E-

Delivery and

Suppressions

85% of Shares Voted

Electronically

ICS Product and Client Revenue Overview

We have a strong and diverse product

offering…

ICS is highly resilient due to our deep customer relationships with our

Bank/Broker-Dealer clients

…and we have deep and longstanding

client relationships

Increase in electronic

distribution reduces postage

revenue and increases profits

FY12 Client Revenues

(Based on who pays BR as agent)

Other

$146M (9%)

Fulfillment

$132M (8%)

Transaction

Reporting

$165M (10%)

Interims

$160M (10%)

Proxy

$327M (20%)

Bank/Broker

Dealer

(29%)

Mutual Fund

(41%)

Corporate

Issuer

(30%)

Primarily

Postage

Distribution

$704M (43%)

FY12 Product Revenues

ICS-Bank/Broker-Dealer

What We Do:

Regulatory communications

–

Beneficial proxy and interims for equities

–

Beneficial mutual fund compliance

communications

Customer communications

–

Transaction statements, trade confirmations

and other reporting

Global and emerging products

–

Advisor services

–

Global proxy and communications

–

Tax reporting and outsourcing

–

Securities class actions

Competitive Advantages:

Indispensible data hub with established

relationships with majority of BBDs

Strong market position and innovative

leadership

–

First/only certified voting results

–

First e-delivery, phone, web and mobile voting

platform

Proprietary systems, network and

databases

–

ProxyEdge®

–

institutional voting and record

keeping platform

–

Preference and consent database

Unmatched scale with highest level data

security (ISO 27001)

What We Do:

Mutual Fund trade processing in the

defined contribution/trust space

(Matrix)

Data aggregation and analytics

(Access Data)

Marketing/Regulatory

communications including content

(NewRiver)

Registered proxy and solicitation

ICS-Mutual Funds

Competitive Advantages:

Long-standing relationships across

industry

Serve every mutual fund and majority of

banks/broker-dealers

Unique data capabilities

Proprietary platform to allow mutual funds to

understand their clients

Innovative business applications that address

unique industry issues such as compliance

and distribution payments

Largest electronic repository for mutual fund

regulatory data

Industry-leading ICS products with

unmatched scale

Leverage to create cost-effective products for

mutual funds

What We Do:

Beneficial proxy service

Registered shareholder communications

–

Registered proxy

–

Interim communications

Transfer agency (TA)

–

Stock share registry, ownership

transfers and dividend calculation

Enhanced issuer solutions

–

Shareholder analytics

–

Virtual shareholder meetings

–

Shareholder forums

–

Global proxy services

ICS-Issuers

shareholder communications to all types of

shareholders

shareholder communications annually as well as

record-keeping, corporate actions and other

shareholder account servicing

positions allows Issuers to more effectively

reach their shareholders

innovate the proxy process and help guide

Issuers through a complex regulatory

environment

Competitive Advantages:

Market Position

–

only full service provider of

Unmatched Scale

–

able to leverage one billion plus

Unmatched Data

–

unique dataset of investors and

Thought Leadership

–

unmatched expertise to

Securities Processing Solutions (SPS)

Sources: Tower Group, Chartis, Aite, IM2, Broadridge internal estimates

Technology and Operations spend adds

~$14B to our SPS addressable market

Securities and investment firms’

overall technology and operations

spend is over $100 billion and growing at 5%

$1.2B

$2.8B

~$5.0B

Adjacent markets

Middle-office

Buy-side services

Derivatives processing

Fixed Income market

data and analytics

~$5.2B

North American BPO

Middle-

and back-office

Data center services

Select corporate functions

US Brokerage Processing

Core equities and fixed income

Global Processing

Core equities and fixed income

Global BPO

Reconciliations

Total addressable market ~ $14B fee revenue

Broadridge global processing behind the scenes

Broadridge simplifies complex processes

Securities Processing North America Market Share

Overview

FY12 Product Revenues

Outsourcing

(~13%)

$82M

Fixed Income (~15%)

Transactions, $54M

Non-transactions, $45M

Equity

(~72%)

Transactions, $137M

Non-transactions, $338M

Equity Processing Client Volume

U.S. $ Fixed Income Client Volume

Operations Outsourcing

Broadridge

~30%

Competitors

~20%

In-house

~50%

Broadridge

~8%

Untapped

Market

~92%

(>$1 Billion)

Competitors

~2%

In-house

~43%

Broadridge

~55%

1. All market share information is based on management’s estimates and is part of much larger market. No

attempt has been made to size such market

SPS Top 15 Clients for FY12

SPS client relationships are stable in volatile

market

Top

Equity Processing

Fixed Income

Clients

Retail

Institutional

Processing

Outsourcing

Alliance Bernstein

Bank of America/Merrill Lynch

Barclays Capital Services

BMO Nesbitt Burns

CIBC World Markets

Deutsche Bank

E*Trade Group

Edward Jones

Jefferies & Company

JP Morgan Chase

Mizuho Securities USA

Penson

Royal Bank of Canada

Scotia Capital

UBS Securities

Note: The above schedule is an alphabetical listing of the top 15 SPS clients which represent ~70% of SPS revenues as of June 30, 2012.

What We Do:

Best-of-breed processing solutions

–

Leading global platform

–

Broad asset class coverage

Broad suite of add-on or point solutions

–

Desk top applications used by brokers

and traders

–

Workflow and reconciliation

applications

–

Data aggregation and warehousing

tools

Industry-leading global business process

outsourcing (BPO) solutions

SPS-Technology and Operations

Competitive Advantages:

Unique global technology platform

provides processing access to over 50

countries

Breadth of asset classes on single

“platform”

Flexible business model that can be

tailored to unique client needs

Trusted brand

Leading market position and scale

Financial Strategy

Our financial strategy is a key part of our

value creation strategy

~40% dividend payout, but expect no less than 72 cents per

share annually subject to Board approval

Organic growth with limited financial risk

–

Avoid significant balance sheet risk

–

Invest in projects delivering at least 20% IRR

Tuck-in acquisitions with clear growth profile and returns

–

Accretive to growth, margins, and earnings

–

>20% IRR in conservative business case

Long-term investment-grade debt rating

–

Adjusted Debt/EBITDAR ratio

target is 2:1

Excess cash used opportunistically to offset dilution and

reduce share count through buybacks

1. Adjusted Debt/EBITDAR ratio calculated as (Debt + 5x Rent Expense) / (EBITDA + Rent Expense)

Appendix

Revenue Growth Drivers and EBIT Margin

EBIT margins do not include one-time charges or benefits reflected as Non-GAAP adjustments, including ~$10M

expected in FY13 for outsourcing restructuring

In FY13, acquisitions since spin-off are expected to represent ~10% of revenue, ~7% of EBT and ~10% EBITDA.

FY12 and FY13 includes amortization of acquired intangibles of ~$20M (~100 bps)

Historical CAGR

Actual

Full Yr

Forecast

(FY05-FY10)

FY11

FY12

FY13

(2)%

Total Revenue Growth

3-4%

Closed

Sales

(Recurring)

4-5%

(2)%

(1)%

Net New Business

3-4%

Internal Growth

(a)

Acquisitions

Total Recurring

3-4%

(6)%

Event-Driven

(b)

(4)%

Distribution

(c)

FX/Other

13.1%

EBIT

Margin

(Non-GAAP)

13.9%

14.9 -

15.7%

(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

Client Losses

Broadridge 4Q and FY12 from Continuing Operations

Revenue

FY11

FY12

FY11

FY12

Full Yr

$617

$630

$1,559

$1,634

-7%

$152

$167

$594

$655

10%

11%

10%

$769

$797

$2,153

$2,290

-2%

$14

$13

$776

$800

$2,167

$2,304

-2%

($ in millions)

ICS

Growth % / Margin %

SPS

Growth % / Margin %

Total Segments

Margin %

Other

(a)

(b)

Total Broadridge (Non-GAAP)

(a)

Growth % / Margin %

Interest & Other

Total EBT (Non-GAAP)

(a)

Margin %

Income taxes

(a)

Tax Rate

Total Net Earnings (Non-GAAP)

(a)

Margin %

IBM Migration costs

Restructuring charges

Penson Charges, net

(c)

Non-GAAP Items (Net of Taxes)

Total Net Earnings (GAAP)

Margin %

Diluted Shares

Diluted EPS (Non-GAAP)

(a)

Diluted EPS (GAAP)

Earnings

FY11

FY12

FY11

FY12

Full Yr

$174

$187

$213

$243

28.3%

29.7%

13.7%

14.9%

$20

$18

$87

$91

13.2%

11.0%

14.7%

13.9%

$194

$205

$301

$334

25.3%

25.8%

14.0%

14.6%

($8)

($11)

($25)

($28)

$14

$190

$200

$285

$319

24.4%

24.9%

13.1%

13.9%

($2)

($4)

($8)

($13)

$188

$196

$276

$306

24.2%

24.5%

12.7%

13.3%

($68)

($100)

($108)

36.3%

34.7%

36.3%

35.4%

$119

$128

$176

$198

15.4%

16.0%

8.1%

8.6%

($4)

($7)

($4)

($15)

($4)

($33)

($54)

($4)

($44)

($4)

($73)

$115

$83

$172

$125

14.9%

10.4%

7.9%

5.4%

127

128

$0.94

$1.00

$1.37

$1.55

$0.91

$0.65

$1.34

$0.98

(b) Includes impacts of FX P&L and FX Transaction Activity.

(a) FY12 Q4 excludes the IBM Migration costs of $12M (after tax $7M, or $0.06 EPS impact), restructuring charges of $7M (after tax $4M, or 0.03 EPS impact) and Penson Charges,

net, of $42M (after tax $33M, or $0.26 EPS impact). FY12 Full Year excludes the IBM Migration costs of $25M (after tax $15M, or $0.12 EPS impact), restructuring charges of $7M

(after tax $4M, or 0.03 EPS impact) and Penson Charges, net, of $74M (after tax $54M, or $0.42 EPS impact).

(c) FY12 Q4 and FY12 Full Year includes Penson deferred client conversion and startup costs, OTTI charges, shutdown costs, less the elimination of the obligation to pay or credit

Penson fees. FY12 Full Year also includes the cancellation of the Note Receivable.

Broadridge FY13 Guidance from Continuing Operations

Revenue

FY12

FY13 Range

Actual

Low

High

$1,634

$1,695

$1,707

$655

$658

$683

10%

$2,290

$2,353

$2,390

$13

$2,304

$2,366

$2,403

Recurring Closed Sales

FY13 Range

Segments

Low

High

ICS

$50

$70

SPS

$60

$80

Total

$110

$150

Earnings

FY12

FY13 Range

Actual

Low

High

$243

$291

$299

14.9%

17.2%

17.5%

$91

$79

$102

13.9%

12.0%

15.0%

$334

$370

$401

14.6%

15.7%

16.8%

($28)

($30)

($37)

$14

$13

$319

$353

$377

13.9%

14.9%

15.7%

($13)

($17)

($21)

$306

$336

$356

13.3%

14.2%

14.8%

($108)

($124)

($132)

35.4%

37.0%

$198

$212

$224

8.6%

8.9%

9.3%

($15)

($4)

($54)

($6)

($73)

($6)

$125

$205

$218

5.4%

8.7%

9.1%

128

$1.55

$1.65

$1.75

$0.98

$1.60

$1.70

(b) Includes impacts of FX P&L and FX Transaction Activity.

* Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases in excess of the

repurchases needed to achieve our 128 million diluted weighted-average outstanding shares guidance.

(a) FY12 excludes the IBM Migration costs of $25M (after tax $15M, or $0.12 EPS impact), restructuring charges of $7M (after tax $4M, or 0.03 EPS

impact) and Penson Charges, net, of $74M (after tax $54M, or $0.42 EPS impact). FY13 excludes estimated charges relating to Penson.

(c) FY12 includes Penson deferred client conversion and startup costs, OTTI charges, shutdown costs, cancellation of the note receivable, less the

elimination of the obligation to pay or credit Penson fees. FY13 includes estimated charges relating to Penson.

($ in millions)

ICS

Growth % / Margin %

SPS

Growth % / Margin %

Total Segments

Margin %

Other

(a)

(b)

Total Broadridge (Non-GAAP)

(a)

Growth % / Margin %

Interest & Other

Total EBT (Non-GAAP)

(a)

Margin %

Income taxes

(a)

Tax Rate

Total Net Earnings (Non-GAAP)

(a)

Margin %

IBM Migration costs

Restructuring charges

Penson Charges, net

(c)

Non-GAAP Items (Net of Taxes)

Total Net Earnings (GAAP)

Margin %

Diluted Shares

Diluted EPS (Non-GAAP)

(a)

Diluted EPS (GAAP)

Cash Flow –

FY12 Results and FY13 Forecast

(a)

Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases in excess of the repurchases needed to achieve our 128 million diluted

weighted-average shares outstanding guidance.

(b)

FY12 includes IBM Migration costs of $25M.

Year ended

June 2012

Low

High

Free Cash Flow

(Non-GAAP)

Net earnings from continuing operations (GAAP)

125

205

218

Depreciation and amortization (includes other LT assets)

105

Stock-based compensation expense

Other

(5)

Subtotal

305

326

359

Working capital changes

(15)

Long-term assets & liabilities changes (b)

(79)

(60)

(50)

Net cash flow (used in) provided by continuing operating activities

298

251

294

Cash Flows From Investing Activities

IBM / ITO data center investment

(8)

Penson

(7)

Capital expenditures & software purchases

(39)

(55)

(45)

Free cash flow (Non-GAAP)

244

196

249

Cash Flows From Other Investing and Financing Activities

Acquisitions

(72)

Stock repurchases net of options proceeds

(8)

Proceeds from borrowing net of debt repayments

Dividends paid

(78)

(86)

Other

(7)

(5)

Net change in cash and cash equivalents

105

168

Cash and cash equivalents, at the beginning of year

242

321

Cash and cash equivalents, at the end of period

321

426

489

($ millions)

Unaudited

Free Cash Flow -

Non-GAAP

FY13 Range

(a)

Revenues and Closed Sales FY05-FY12

Organic

~50%

Growth Contribution

Acquisitions

~50%

Growth Contribution

($ in millions)

Recurring Fee Revenues

FY05

FY06

FY07

FY08

FY09

FY10

FY11

FY12

ICS

444

513

519

558

583

610

650

699

Growth

16%

SPS

459

458

509

515

537

513

522

545

Growth

11%

-4%

Segment Recurring Fee Revenues

903

971

1,028

1,073

1,120

1,123

1,172

1,244

Growth

Acquisitions

(cumulative)

141

209

Total Recurring Fee Revenues

903

988

1,056

1,101

1,153

1,168

1,313

1,453

12%

11%

Event-Driven

128

153

203

200

180

257

135

132

Growth

20%

33%

-1%

-10%

43%

-47%

-2%

Distribution

649

730

821

808

757

781

704

Growth

12%

-2%

-6%

-10%

Other/FX

(25)

(19)

(12)

(17)

Total Revenues

1,656

1,853

2,068

2,131

2,072

2,209

2,167

2,304

Growth

12%

-3%

-2%

Recurring Closed Sales

119

113

120

Growth

19%

-32%

30%

16%

25%

-5%

($ in millions)

Forecast

Event-Driven Fee Revenues

(a)

FY05

FY06

FY07

FY08

FY09

FY10

FY11

FY12

FY13

Mutual Fund Proxy

150

Mutual Fund Supplemental

Contest/ Specials/ Other Communications

Total Event-Driven Fee Revenues

128

153

203

200

180

257

135

132

129

Growth

20%

33%

-1%

-10%

43%

-47%

-2%

Recurring Distribution Revenues

(b)

496

562

593

580

567

564

573

597

~$597

Growth

13%

-2%

-1%

ED Distribution Revenues

(b)

153

169

228

190

217

131

107

~$107

Growth

10%

35%

-17%

14%

-39%

-18%

Total Distribution Revenues

649

730

821

808

757

781

704

~$704

Growth

12%

-2%

-6%

-10%

(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.

Reconciliation of Non-GAAP to GAAP Measures

Total EBT from continuing operations (EBT) Reconciliation

4Q11

4Q12

FY11

FY12

FY13 Range

($ in millions)

Actual

Low

High

EBIT (Non-GAAP)

$190

$200

$285

$319

$353

$377

Margin %

24.4%

24.9%

13.1%

13.9%

14.9%

15.7%

Interest & Other

($2)

($4)

($8)

($13)

($17)

($21)

Total EBT (Non-GAAP)

$188

$196

$276

$306

$336

$356

Margin %

24.2%

24.5%

12.7%

13.3%

14.2%

14.8%

IBM Migration costs

($6)

($12)

($6)

($25)

Restructuring charges

($7)

Penson Charges, net

($42)

($74)

($10)

Total EBT (GAAP)

$181

$135

$270

$201

$326

$346

Margin %

23.3%

16.9%

12.4%

8.7%

13.8%

14.4%

Diluted EPS from continuing operations (Diluted EPS) Reconciliation

Diluted EPS (Non-GAAP)

$0.94

$1.00

$1.37

$1.55

$1.65

$1.75

IBM Migration costs

(0.03)

(0.06)

(0.03)

(0.12)

0.00

Restructuring charges

0.00

(0.03)

0.00

(0.03)

0.00

Penson Charges, net

0.00

(0.26)

0.00

(0.42)

(0.05)

Diluted EPS (GAAP)

$0.91

$0.65

$1.34

$0.98

$1.60

$1.70

Year ended

June 2012

Low

High

Net earnings from continuing operations (GAAP)

125

205

218

Depreciation and amortization (includes other LT assets)

105

Stock-based compensation expense

Other

(5)

Subtotal

305

326

359

Working capital changes

(15)

(79)

(60)

(50)

Net cash flow (used in) provided by continuing operating activities

298

251

294

Cash Flows From Investing Activities

IBM / ITO data center investment

(8)

Penson

(7)

Capital expenditures & software purchases

(39)

(55)

(45)

Free cash flow (Non-GAAP)

244

196

249

($ millions)

Unaudited

FY13 Range

(a)

Long-term assets & liabilities changes (b)

(a)

Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases in excess of the repurchases needed to achieve our 128 million diluted weighted-average shares

outstanding guidance.

(b)

FY12 includes IBM Migration costs of $25M.

Free Cash Flow

(Non-GAAP)

ICS Key Segment Revenue Stats

RC= Recurring

ED= Event-Driven

In millions

Fee Revenues

4Q11

4Q12

FY11

FY12

Type

Proxy

Equities

198.3

202.7

279.5

282.8

Stock Record Position Growth

Pieces

214.2

214.4

283.8

280.5

Mutual Funds

8.9

39.0

28.2

Pieces

10.4

12.0

51.4

41.7

Contests/Specials

4.7

6.0

15.0

15.7

Pieces

4.9

6.3

15.8

17.0

Total Proxy

211.9

217.6

333.5

326.7

Total Pieces

229.5

232.7

351.0

339.2

Notice and Access Opt-in %

59%

64%

58%

64%

Suppression %

55%

60%

53%

59%

Interims

Mutual Funds (Annual/Semi-Annual Reports/Annual Prospectuses)

25.6

28.3

102.1

113.0

Position Growth

Pieces

139.2

145.4

525.3

583.5

Mutual Funds (Supplemental Prospectuses) & Other

9.9

11.9

44.0

46.8

Pieces

55.2

59.0

253.2

250.2

Total Interims

35.5

40.2

146.1

159.8

Total Pieces

194.4

204.3

778.5

833.7

Transaction

Transaction Reporting/Customer Communications

37.9

40.6

156.2

164.5

Reporting

Fulfillment

Fulfillment (a)

31.4

37.5

117.0

132.1

Other

Other - Recurring (b)

28.1

28.5

65.4

105.3

Communications

Other - Event-Driven (c)

11.5

13.5

37.0

41.2

Total Other

39.6

42.0

102.4

146.5

Total Fee Revenues

356.3

377.9

855.2

929.6

Total Distribution Revenues (d)

260.6

252.2

704.2

704.4

Total Revenues as reported - GAAP

616.9

630.1

1,559.4

1,634.0

FY13 Ranges

Low

High

Total RC Fees

321.3

337.6

720.2

797.7

862

874

% RC Growth

12%

14%

11%

10%

Total ED Fees

35.0

40.3

135.0

131.9

129

Low

High

Sales

Losses

-1%

Key

Net New Business

Revenue

Internal growth

Drivers

Recurring (Excluding Acquisitions)

Acquisitions

Total Recurring

Event-Driven

-3%

-7%

Distribution

-1%

-2%

-5%

TOTAL

-7%

(a) Consolidated Pre-sale and Post-sale Fulfillment and reclassified Pre-sale from event-driven to recurring revenues.

(b) Other Recurring Fee Revenue includes Matrix, New River, StockTrans, Access Data, Forefield and Tax Reporting.

(c) Other event-driven includes 1.3M pieces for 4Q11, 2.2M for 4Q12, 8.3M for FY11 and 7.9M for FY12, primarily related to corporate actions.

(d) Total Distribution revenues primarily include pass-through revenues related to the physical mailing of Proxy and Interims, as well as Matrix administrative services.

Note: Certain prior period amounts have been reclassified to conform with current period presentation.

SPS and Outsourcing Key Segment Revenue Stats

RC= Recurring

ED= Event-Driven

In millions

4Q11

4Q12

FY11

FY12

Type

Equity

Transaction-Based

Equity Trades (a)

35.5

32.4

141.4

137.1

Internal Trade Volume

965

901

964

957

Internal Trade Growth

-4%

-7%

-1%

Trade Volume (Average Trades per Day in '000)

972

908

983

963

Non-Transaction

Other Equity Services

77.5

85.5

308.4

337.6

Total Equity

113.0

117.9

449.8

474.7

Fixed Income

Transaction-Based

Fixed Income Trades (a)

12.3

13.9

47.7

54.0

Internal Trade Volume

249

272

254

271

Internal Trade Growth

16%

Trade Volume (Average Trades per Day in '000

261

297

259

294

Non-Transaction

Other Fixed Income Services

10.3

11.1

38.5

44.7

Total Fixed Income

22.6

25.0

86.1

98.6

Outsourcing

16.4

23.8

57.7

82.2

# of Clients

152.0

166.6

593.6

655.5

FY13 Ranges

Low

High

Sales

Losses

-2%

-1%

-3%

-1%

-2%

Key

Net New Business

Revenue

Transaction & Non-transaction

-1%

Drivers

Concessions

-1%

-2%

-4%

Internal growth

-2%

-1%

-5%

-3%

Acquisitions

TOTAL

10%

11%

10%

(a) Equities and Fixed Income trade volumes have been adjusted to exclude trades processed under fixed-price contracts and semi-variable step contracts. The revenue related to

these contracts was re-classified from 'Transaction-Based' to 'Non-Transaction'.

Total Net Revenue as reported - GAAP

Broadridge ICS Definitions

Equities -

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).

Mutual Funds -

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.

Contests

Refers

the

proxy

services

provide

when

separate

agenda

put

forth

one

stockholders

that

opposition

to the

proposals presented by management of the company which is separately distributed and tabulated from the company’s proxy materials.

Specials -

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).

Mutual

Funds

(Annual/Semi-Annual

Reports/Annual

Prospectuses)

–

Refers

the

services

provide

investment

companies

connection

with

information

they

are

required

regulation

distribute

periodically

their

investors.

These

reports

contain

pertinent

information

such as holdings, fund performance, and other required disclosure.

Mutual

Funds

(Supplemental

Prospectuses)

–

Refers

primarily

information

required

provided

mutual

funds

supplement

information

previously

provided

annual

mutual

fund

prospectus

(e.g.,

change

portfolio

managers,

closing

funds

class

investors, or restating or clarifying items in the original prospectus). The events could occur at any time throughout the year.

Other –

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.

Transaction

Reporting

–

Refers

primarily

the

printing

and

distribution

account

statements,

trade

confirmations

and

tax

reporting

documents to account holders, including electronic delivery and archival services.

Post-Sale Fulfillment –

Refers primarily to the distribution of prospectuses, offering documents, and required regulatory disclosure information

to investors in connection with purchases of securities.

Pre-Sale

Fulfillment

–

Refers

the

distribution

marketing

literature,

welcome

kits,

enrollment

kits,

and

investor

information

prospective

investors, existing stockholders and other targeted recipients on behalf of broker-dealers, mutual fund companies and 401(k) administrators.

Other –

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.

Proxy

Interims

Transaction Reporting

Fulfillment

Other Communications

Attached files

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BROADRIDGE FINANCIAL SOLUTIONS, INC. Reports