 © 2013 Broadridge Financial Solutions, Inc. Broadridge and the Broadridge logo are registered trademarks of Broadridge Financial Solutions, Inc. February 7, 2013 Earnings Webcast & Conference Call Second Quarter 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, statements regarding our “Fiscal Year 2013 Financial Guidance” 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 Second 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 Key Activities Update |
 4 Financial Highlights Recurring revenues for the quarter and YTD were up 3% Primarily due to net new business (closed sales less client losses) Event-driven activity was flat for the quarter Trade volumes challenging, trend is improving for four straight months Non-GAAP diluted earnings per share (EPS) growing for both the quarter and YTD Second quarter Non-GAAP diluted EPS of $0.17 was up 13% YTD Non-GAAP diluted EPS of $0.35 was up 6% Primarily due to higher revenues, business mix and cost containment 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 |
 5 Closed Sales Performance Year-to-date recurring revenue closed sales were down ~45% Primarily due to longer than anticipated sales cycles for large transactions No large transactions of >$5M for the first half Transactions of <$5M: Pipeline remains very strong Rolling-out “consultative selling” approach for large strategic transactions Good initial response particularly with C-Suite executives Reaffirming fiscal year 2013 recurring revenue closed sales guidance of $110-150M • $22M in same period prior year • ICS recurring revenue closed sales were $19M vs. $27M • SPS recurring revenue closed sales were $15M vs. $14M |
 6 Key Activities Update Penson/Apex Penson Canada substantially completed winding down its operations Questrade, Penson Canada’s largest correspondent, has been converted, and operating on our Outsourcing platform Do not expect any material financial impact from Penson bankruptcy Apex/COR Clearing transaction did not materialize No material negative impact anticipated to FY13 guidance Acquisitions On track to generate ~$250M in revenue with ~$50M in EBITDA in FY13 Enthusiastic about long-term prospects of the portfolio Focused on recurring revenue products and services of <$5M Continue to seek tuck-in acquisitions with our strategic fit requirements |
 7 Revenue Growth Drivers and EBIT Margin Historical CAGR 2Q 2Q YTD Actual Forecast (FY07-FY12) FY13 FY13 FY12 FY13 2% Total Revenue Growth 3% 3% 6% 3-4% 3% Closed Sales (Recurring) 3% 3% 3% 4-5% (2%) Client Losses (1%) (1%) (1%) (1)% 1% Net New Business 2% 2% 2% 3-4% 1% Internal Growth (a) (0%) (1%) 1% 0% 2% Acquisitions 0% 1% 3% 0% 4% Total Recurring 2% 2% 6% 3-4% (1%) Event-Driven (b) 0% 0% 0% 0% (1%) Distribution (c) 1% 1% 0% 0% 0% FX/Other 0% 0% 0% 0% EBIT Margin (Non-GAAP) 6.5% 6.6% 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. (c) Distribution includes pass-through fees from Matrix. |
 Segment Results & Forecast – Investor Communication Solutions FY13 revenue and margin guidance remains on track Recurring fee revenue growth YTD of 7% was driven by net new business and internal growth Position growth in-line with expectations as first half activities represent only ~15% of full year Client revenue retention levels maintained at 99% Recurring revenue closed sales range for FY13 remains $50-70M YTD event-driven fee revenue slightly ahead of previous year. Full year event-driven fee revenue guidance remains ~$130M Full year margins still expected to increase 230-260 bps with ~100 bps related to MSSB and prior year restructuring Revenue/Growth EBIT/Growth (Non-GAAP) Margin/Growth (Non-GAAP) Q2: $327M / 3% $16M / 56% 5.0% / 170 bps Q2 YTD: $666M / 6% $44M / 130% 6.6% / 360 bps FY13: $1,695 to 1,707M / 4% $291 to 299M / 20 to 23% 17.2 to 17.5% / 230 to 260 bps |
 9 Segment Results & Forecast – Securities Processing Solutions Net new business is building each quarter - ~$70M backlog Trade volumes improving for four straight months Penson/Apex agreements and Penson/Questrade negatively impacting FY13 ~$20M • Recurring revenue closed sales range for FY13 remains $60-80M • Client revenue retention rate at ~98% Full year margins are expected to be impacted by revenue mix, internal trade volumes and planned increase in systems investments (i.e. TARP development) High and low guidance range still dependent on trade volumes FY13 revenue and margin guidance remains on track - business is growing Revenue/Growth EBIT/Growth (Non-GAAP) Margin/Growth (Non-GAAP) Q2: $164M / +2% $20M / (1)% 12.2% / (30) bps Q2 YTD: $318M / (1)% $29M / (39)% 9.3% / (570) bps FY13: $658 to 683M / 0 to +4% $79 to 102M / (13) to +12% 12.0 to 15.0% / (190) to +110 bps |
 10 Summary Solid operating results year-to-date Recurring fee revenue continues to grow Closed sales pipeline is very strong Clear and executable strategy ICS is a great business, continues on a very strong value creation path SPS is a good business, focused on growth opportunities, streamlining operations and converting ~$70M in closed sales backlog Managing expenses as if current market environment is the new normal 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 Highly engaged associates aligned to service profit chain Recognized as one of the Best Companies to Work for in New York for the sixth consecutive year |
 11 Q&A There are no slides during this portion of the presentation |
 12 Closing Comments There are no slides during this portion of the presentation |
 13 Appendix |
 14 Segment Results & Forecast – Other & Foreign Exchange (FX) Corporate Expenses: YTD results as expected and in line with full year guidance range Interest Expense, net: FY13 reflects higher average debt balance and refinancing of our credit facilities Restructuring and Impairment Charges: FY13 transition costs related to the termination of the Penson agreement including shutdown costs YTD 2Q13 2Q13 Low High Corporate Expenses $(8)M $(15)M $(30)M $(37)M Interest Expense, net $(4)M $(7)M $(17)M $(21)M FX - P&L - Revenue $3M $5M $13M $13M - EBIT $3M $7M $14M $14M - Transaction Activity $(0)M $(1)M $(1)M $(1)M Restructuring and Impairment Charges $(4)M $(4)M $(10)M $(10)M FY13 Range |
     15 Broadridge FY13 Q2 and YTD from Continuing Operations (a) ICS Growth % / Margin % Growth % / Margin % Total Segments Margin % Other FX Total Broadridge (Non-GAAP) (a) Growth % / Margin % Interest & Other Acquisition Amortization and Other Costs (c) Margin % Income taxes (d) Tax Rate Total Net Earnings (Non-GAAP) (d) Margin % Acquisition Amortization and Other Costs (c) Restructuring and Impairment Charges (e) IBM Migration costs Non-GAAP Items (Net of Taxes) Total Net Earnings (GAAP) Margin % Diluted Shares Diluted EPS (Non-GAAP) (d) Diluted EPS (GAAP) SPS (a) (b) Total EBT (Non-GAAP) (d) Revenue FY12 FY13 FY12 FY13 Q2 Q2 Q2 YTD Q2 YTD $317 $327 $630 $666 8% 3% 10% 6% $161 $164 $319 $318 10% 2% 11% -1% $478 $491 $949 $984 9% 3% 10% 4% $0 $0 $0 $0 $2 $3 $7 $5 $480 $493 $956 $989 8% 3% 11% 3% FY12 FY13 FY12 FY13 Q2 Q2 Q2 YTD Q2 YTD $11 $16 $19 $44 3.3% 5.0% 3.0% 6.6% $20 $20 $48 $29 12.5% 12.2% 15.0% 9.3% $31 $37 $67 $73 6.4% 7.4% 7.1% 7.4% ($6) ($8) ($13) ($15) $3 $3 $5 $6 $28 $32 $59 $65 5.8% 6.5% 6.2% 6.6% ($4) ($4) ($6) ($7) $6 $6 $13 $11 $30 $34 $66 $69 6.3% 6.9% 6.9% 7.0% ($11) ($12) ($24) ($25) 35.8% 36.0% 36.1% 36.0% $19 $22 $42 $44 4.0% 4.4% 4.4% 4.5% ($4) ($4) ($8) ($7) ($6) ($2) ($6) ($3) ($2) $0 ($4) $0 ($13) ($6) ($19) ($10) $7 $16 $24 $34 1.4% 3.2% 2.5% 3.4% 127.2 125.5 126.9 126.3 $0.15 $0.17 $0.33 $0.35 $0.05 $0.13 $0.19 $0.27 Earnings (a) FY12 Q2 excludes IBM Migration costs of $4M (after tax $2M, or $0.02 EPS impact). FY12 Q2 YTD excludes IBM Migration costs of $7M (after tax $4M, or $0.03 EPS impact). FY12 Q2 and FY12 Q2 YTD excludes Restructuring and Impairment Charges of $10M (after tax $6M, or $0.05 EPS impact). FY13 Q2 excludes Restructuring and Impairment Charges of $4M (after tax $2M, or $0.01 EPS impact). FY13 Q2 YTD excludes Restructuring and Impairment Charges of $4M (after tax $3M, or $0.02 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 Q2 excludes Acquisition Amortization and Other Costs of $6M (after tax $4M or $0.03 EPS impact), IBM Migration costs of $4M (after tax $2M, or $0.02 EPS impact) and Restructuring and Impairment Charges of $10M (after tax $6M, or $0.05 EPS impact). FY12 Q2 YTD excludes Acquisition Amortization and Other Costs of $13M (after tax $8M or $0.06 EPS impact), IBM Migration costs of $7M (after tax $4M, or $0.03 EPS impact) and Restructuring and Impairment Charges of $10M (after tax $6M, or $0.05 EPS impact). FY13 Q2 excludes Acquisition Amortization and Other Costs of $6M (after tax $4M or $0.03 EPS impact) and Restructuring and Impairment Charges of $4M (after tax $2M, or $0.01 EPS impact). FY13 Q2 YTD excludes Acquisition Amortization and Other Costs of $11M (after tax $7M or $0.06 EPS impact) and Restructuring and Impairment Charges of $4M (after tax $3M, or $0.02 EPS impact). (e) FY13 Q2 and FY13 Q2 YTD represents transition costs related to termination of the Penson agreement including shutdown costs. FY12 Q2 and FY12 Q2 YTD represents Penson OTTI charge. |
 16 Broadridge FY13 Guidance from Continuing Operations Revenue Earnings FY12 FY13 Range FY12 FY13 Range Actual Low High ($ 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. |
 17 Cash Flow –YTD FY13 Results and FY13 Forecast Six Months Ended December 2012 Low High Free Cash Flow (Non-GAAP) : Round Net earnings from continuing operations (GAAP) 34.1 34 $ 205 $ 218 $ Depreciation and amortization (includes other LT assets) 48.3 48 95 105 Stock-based compensation expense 12.9 13 31 31 Other -5.4 (5) (5) 5 Subtotal 89.9 90 326 359 Working capital changes -1.3 (1) (15) (15) Long-term assets & liabilities changes -15.1 (15) (60) (50) Net cash flow (used in) provided by continuing operating activities 73.5 74 251 294 Cash Flows From Investing Activities Capital expenditures & software purchases -19 (19) (55) (45) Free cash flow ( Non-GAAP) 54.5 55 $ 196 $ 249 $ Cash Flows From Other Investing and Financing Activities Acquisitions 0 - - - Stock repurchases net of options proceeds -75.1 (75) (75) (75) Proceeds from borrowing net of debt repayments 0 - - - Dividends paid -42.3 (42) (86) (86) Other 1.5 - (5) 5 Net change in cash and cash equivalents -61.4 (62) 30 93 Cash and cash equivalents, at the beginning of year 320.5 321 321 321 Cash and cash equivalents, at the end of period 259.1 259 $ 351 $ 414 $ (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 |
    18 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 ~$120-150 ~Contribution to revenue growth 4-5% (a) Revenue from current year and prior year Closed Sales. (b) Closed Sales expected to convert to revenue in future years. |
  19 Revenues and Closed Sales FY07-FY13 ($ 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. |
 20 Reconciliation of Non-GAAP to GAAP Measures Reconciliation of EPS Guidance 2Q12 2Q13 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) $0.12 $0.14 $0.27 $0.29 $1.56 $1.37 $1.55 $1.65 $1.75 Acquisition Amortization and Other Costs $0.03 $0.03 $0.06 $0.06 $0.04 $0.10 $0.12 0.11 0.11 Current Guidance - Diluted EPS (Non-GAAP) $0.15 $0.17 $0.33 $0.35 $1.60 $1.47 $1.67 $1.76 $1.86 Acquisition Amortization and Other Costs ($0.03) ($0.03) ($0.06) ($0.06) ($0.04) ($0.10) ($0.12) (0.11) (0.11) Restructuring and Impairment Charges ($0.05) ($0.01) ($0.05) ($0.02) $0.00 $0.00 ($0.45) (0.05) (0.05) IBM Migration costs ($0.02) $0.00 ($0.03) $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) $0.05 $0.13 $0.19 $0.27 $1.62 $1.34 $0.98 $1.60 $1.70 Reconciliation of EBT Guidance (a) 2Q12 2Q13 YTD12 YTD13 FY10 FY11 FY12 FY13 Range ($ in millions) Actual Actual Actual Actual Actual Actual Actual Low High Guidance Provided in August 2012 - Total EBT (Non-GAAP) $24 $28 $53 $58 $342 $276 $306 $336 $356 Margin % 5.0% 5.7% 5.6% 5.8% 15.5% 12.7% 13.3% 14.2% 14.8% Acquisition Amortization and Other Costs $6 $6 $13 $11 $8 $19 $25 $22 $22 Current Guidance - Total EBT (Non-GAAP) $30 $34 $66 $69 $350 $295 $331 $358 $378 Margin % 6.3% 6.9% 6.9% 7.0% 15.9% 13.6% 14.4% 15.1% 15.7% Acquisition Amortization and Other Costs ($6) ($6) ($13) ($11) ($8) ($19) ($25) ($22) ($22) Restructuring and Impairment Charges ($10) ($4) ($10) ($4) $0 $0 ($81) ($10) ($10) IBM Migration costs ($4) $0 ($7) $0 $0 ($6) ($25) $0 $0 Total EBT (GAAP) $11 $25 $37 $53 $342 $270 $201 $326 $346 Margin % 2.2% 5.0% 3.8% 5.4% 15.5% 12.4% 8.7% 13.8% 14.4% (a) Details may not sum to totals due to rounding Six Months Ended December 2012 Low High Free Cash Flow (Non-GAAP) : Round Net earnings from continuing operations (GAAP) 34.1 34 $ 205 $ 218 $ Depreciation and amortization (includes other LT assets) 48.3 48 95 105 Stock-based compensation expense 12.9 13 31 31 Other -5.4 (5) (5) 5 Subtotal 89.9 90 326 359 Working capital changes -1.3 (1) (15) (15) Long-term assets & liabilities changes -15.1 (15) (60) (50) Net cash flow (used in) provided by continuing operating activities 73.5 74 251 294 Cash Flows From Investing Activities Capital expenditures & software purchases -19 (19) (55) (45) Free cash flow (Non-GAAP) 54.5 55 $ 196 $ 249 $ (a) Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases. Free Cash Flow - Non-GAAP FY13 Range (a) ($ millions) Unaudited |
 21 ICS Key Segment Revenue Stats RC= Recurring ED= Event-Driven In millions Fee Revenues 2Q12 2Q13 YTD FY12 YTD FY13 Type Proxy Equities 24.8 $ 25.3 $ 48.4 $ 50.9 $ RC Stock Record Position Growth -1% 4% 0% 1% Pieces 21.2 20.8 41.6 41.1 Mutual Funds 8.6 $ 9.1 $ 13.8 $ 15.6 $ ED Pieces 16.6 15.4 23.0 23.6 Contests/Specials 3.3 $ 2.0 $ 6.6 $ 5.0 $ ED Pieces 4.0 1.9 7.7 4.6 Total Proxy 36.7 $ 36.4 $ 68.8 $ 71.5 $ Total Pieces 41.8 38.1 72.3 69.3 Notice and Access Opt-in % 73% 75% 63% 61% Suppression % 56% 59% 55% 57% Interims Mutual Funds (Annual/Semi-Annual Reports/Annual Prospectuses) 25.7 $ 31.5 $ 51.2 $ 63.3 $ RC Position Growth 8% 11% 9% 10% Pieces 137.4 153.2 269.3 303.9 Mutual Funds (Supplemental Prospectuses) & Other 8.4 $ 9.1 $ 19.0 $ 23.8 $ ED Pieces 45.1 46.2 104.4 121.6 Total Interims 34.1 $ 40.6 $ 70.2 $ 87.1 $ Total Pieces 182.5 199.4 373.7 425.5 Transaction Transaction Reporting/Customer Communications 38.8 $ 37.9 76.2 $ 78.5 $ RC Reporting Fulfillment Fulfillment 31.6 $ 31.9 $ 63.0 $ 65.1 $ RC Other Other - Recurring (a) 25.5 $ 26.4 $ 51.0 $ 52.2 $ RC Communications Other - Event-Driven (b) 7.3 $ 7.5 $ 15.6 $ 15.6 $ ED Total Other 32.8 $ 33.9 $ 66.6 $ 67.8 $ Total Fee Revenues 174.0 $ 180.7 $ 344.8 $ 370.0 $ Total Distribution Revenues (c) 142.8 $ 146.1 $ 285.0 $ 296.3 $ Total Revenues as reported - GAAP 316.8 $ 326.8 $ 629.8 $ 666.3 $ FY13 Ranges Low High Total RC Fees 146.4 $ 153.0 $ 289.8 $ 310.0 $ 862 $ 874 $ % RC Growth 20% 5% 20% 7% 8% 10% Total ED Fees 27.6 $ 27.7 $ 55.0 $ 60.0 $ 129 $ 129 $ Low High Sales 3% 2% 3% 3% 3% 3% Losses -1% 0% -1% -1% -1% -1% Key Net New Business 2% 2% 2% 2% 2% 2% Revenue Internal growth 2% 0% 2% 1% 2% 2% Drivers Recurring (Excluding Acquisitions) 4% 2% 4% 3% 4% 4% Acquisitions 4% 0% 5% 0% 0% 0% Total Recurring 8% 2% 9% 3% 4% 4% Event-Driven -1% 0% -1% 1% 0% 0% Distribution 1% 1% 2% 2% 0% 0% TOTAL 8% 3% 10% 6% 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. |
  22 SPS and Outsourcing Key Segment Revenue Stats RC= Recurring ED= Event-Driven In millions 2Q12 2Q13 YTD12 YTD13 Type Equity Transaction-Based Equity Trades 32.8 $ 31.1 $ 69.3 $ 61.1 $ RC Internal Trade Volume 911 852 963 837 Internal Trade Growth -2% -6% 9% -13% Trade Volume (Average Trades per Day in '000) 920 860 970 844 Non-Transaction Other Equity Services 84.4 89.8 164.8 $ 171.9 $ RC Total Equity 117.2 $ 120.9 $ 234.0 $ 233.0 $ Fixed Income Transaction-Based Fixed Income Trades (a) 13.0 $ 13.6 $ 26.5 $ 27.5 $ RC Internal Trade Volume 290 289 291 291 Internal Trade Growth 2% -1% 7% 0% Trade Volume (Average Trades per Day in '000) 290 293 291 294 Non-Transaction Other Fixed Income Services 12.0 $ 12.0 $ 22.7 $ 23.5 $ RC Total Fixed Income 25.1 $ 25.6 $ 49.2 $ 51.0 $ Outsourcing Outsourcing 18.8 $ 17.3 $ 36.2 $ 33.7 $ RC # of Clients 12 17 12 17 Total Net Revenue as reported - GAAP 161.1 $ 163.8 $ 319.5 $ 317.7 $ FY13 Ranges Low High Sales 6% 5% 5% 4% 6% 8% Losses -1% -2% -1% -2% -2% -2% Key Net New Business 5% 3% 4% 2% 4% 6% Revenue Transaction & Non-transaction 0% 2% 3% -2% -1% 1% Drivers Concessions -2% -3% -1% -3% -4% -4% Internal growth -2% -1% 2% -5% -5% -3% Acquisitions 7% 0% 5% 2% 1% 1% TOTAL 10% 2% 11% -1% 0% 4% |
 23 Broadridge ICS Definitions Proxy 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 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. 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). Interims Mutual Funds (Annual/Semi-Annual Reports/Annual Prospectuses) – Refers to the services we provide investment companies in 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. Mutual Funds (Supplemental Prospectuses) – Refers primarily to information required to be provided by mutual funds to supplement 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. 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 Transaction Reporting – 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. Fulfillment 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 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. Other Communications 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. |