 February 2014 Continued Market Leadership through Execution and Innovation © 2014 Broadridge Financial Solutions, Inc. Broadridge and the Broadridge logo are registered trademarks of Broadridge Financial Solutions, Inc. Investor Presentation Exhibit 99.1 |
 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 such as “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 2014 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, 2013 (the “2013 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 2013 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 Broadridge’s clients or the investor communication services provided by Broadridge; declines in participation and activity in 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; a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; overall market and economic conditions and their impact on the securities markets; 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. Explanation of the Company’s Use of 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. 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. In addition, Broadridge believes this Non-GAAP information helps investors understand the effect of these items on reported results and provides a better representation of the Company’s actual performance. Accompanying this presentation is a reconciliation of these 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 Broadridge Overview |
 3 We have strong positions in large and attractive markets with lots of room to grow We have a balanced and diverse product portfolio across related businesses: Bank/Broker-Dealer Communications and Issuer Services Mutual Fund and Retirement Solutions Bank/Broker-Dealer Technology and Operations We will grow this portfolio by capitalizing on three disruptive market macro-trends: Digital transformation of Investor Communications - digital technologies that enable lower cost, higher touch interactions Cost/Capability Mutualization - tremendous industry drive to standardize duplicative, non- differentiating industry costs Intelligence created from our unique Data - enables us to provide clients unrivaled intelligence and create unique value through our network and data We will do so with a combination of organic growth, partnerships and acquisitions Broadridge’s Strategic Vision and Journey to Drive Top Quartile Stockholder Returns Leading provider of Investor Communications and Technology-Driven Solutions to banks, broker-dealers, mutual funds, and corporate issuers globally As we move to the next phase of our journey we will target our opportunities across our related businesses as follows… This balanced approach, including a meaningful dividend and opportunistic share repurchases, expected to drive top quartile total stockholder returns |
 4 Bank/Broker-Dealer Communications and Issuer Services We enable the global financial services industry to communicate private and significant information securely and cost effectively Broadridge’s Business Unit Strategy Bank/Broker-Dealer Technology and Operations We are a scalable technology services provider of equity and fixed income processing to North American sell side institutions with a growing international and buy side presence We will leverage the jointly launched post-trade processing platform with Accenture to scale our unique 50- market platform globally while continuing to drive our core solutions and addressing new needs in adjacent markets (e.g. fixed income, buy-side, derivatives) We will lead the adoption of digital and “big data” capabilities to enhance investors’, brokers’ and corporate issuers’ efficiency and decision making and expand our offerings to provide other communications of equal significance Mutual Fund and Retirement Solutions We are a rapidly growing provider of data-driven reporting, trade processing, compliance, 401k, and marketing solutions to the mutual fund, retirement and insurance industries across the entire transaction lifecycle Today Focus of the Journey’s next phase Leading provider of Investor Communications and Technology-Driven Solutions to banks, broker-dealers, mutual funds, and corporate issuers globally ICS-BBDI ICS-Mutual Funds SPS We will add new data-driven capabilities to enable deeper linkages between mutual funds and their broker-dealer distribution partners by fully leveraging our unique network serving the brokerage industry, which continues to lead mutual fund distribution |
 5 We are a Leader in a Number of Large and Attractive Markets Investor Communication Solutions Securities Processing Solutions U.S. and Global Banks/Broker- Dealers Regulatory Communications U.S. Banks/Broker-Dealers Transactional Communications U.S. Corporate Issuer Regulatory Communications U.S. Brokerage Processing U.S. Fixed Income Processing Canadian Brokerage Processing International Brokerage Processing Our leadership positions contribute to our growing recurring fee revenues |
 6 HORIZON 1 Extend and defend existing core businesses Examples: Equity and mutual fund proxies, equity and fixed income processing Time (years) HORIZON 2 Adjacencies to build and expand emerging businesses Examples: Tax, securities class action, mortgage backed trading systems Throughout our Journey, we will Continue to Enhance our Capabilities to Drive Growth HORIZON 3 Disruptive, transformative and longer term businesses Examples: Macro-trends-digital communications, cost/capability mutualization, unique data FY10 ~ 90% FY14F ~ 70% FY10 ~ 10% FY14F ~ 30% FY10 0% FY14F ~ .1% * Percentage of Recurring Fee Revenue by Growth Horizon from FY10 to FY14 Forecast |
 7 Investor Communication Solutions (ICS) |
 8 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 $1.3B $0.9B $2.0B $3.0B $1.8B $1.7B Sources: BCG, Bain, Patpatia, Broadridge estimates |
 9 ICS Operates a Unique Business Systems Processing Model Proxy and Interim processing system is the “plumbing” supporting the voting process for corporate governance 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 Broker/Bank 10+ Issuer 10+ / Fund 10+ Annual Corporate Issuer and Mutual Fund Events Proxy Distribution Accounts may require special processing Vote Processing Shareholder Preferences Database Shareholder Consent Database Equity and Mutual Fund Shareholders In FY 13, Broadridge processed approx. 8.5% of U.S. shares Outstanding Electronic or Physical Vote Return Data Hub and Platform Electronic or Physical Delivery Street-side Processing Registered Processing Hard Copy Mailings May Be Eliminated via E-Delivery and Suppressions Shares Can Be Voted Electronically BROADRIDGE Proxy Processing System Majority of all shares are held in street-side |
 10 ICS has a Diversified Revenue Base ICS is highly resilient due to our deep customer relationships with our Bank/Broker-Dealer clients By product 1 Broad client base 1 Financial metrics and statistics are for FY13 ended 6/30/13 Banks Broker-Dealers Mutual Funds Corporate Issuers |
 11 ICS-Bank/Broker-Dealer Communications 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) |
 12 What We Do: Beneficial proxy service Registered shareholder communications – Registered proxy services – 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 Competitive Advantages: ICS-Issuer Services Market Position – only full service provider of shareholder communications to all types of shareholders Unmatched Scale – able to leverage one billion plus shareholder communications annually as well as record-keeping, corporate actions and other shareholder account servicing Unmatched Data – unique dataset of investors and positions allows Issuers to more effectively reach their shareholders Thought Leadership – unmatched expertise to innovate the proxy process and help guide Issuers through a complex regulatory environment |
 13 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 services 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 ICS-Mutual Fund and Retirement Solutions |
 14 Securities Processing Solutions (SPS) |
 15 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 |
 16 Broadridge global processing behind the scenes Broadridge simplifies complex processes |
 Fixed Income (~16%) Transactions, $57M Non-transactions, $50M Equity (~74%) Transactions, $127M Non-transactions, $359M Outsourcing (~10%) $69M Securities Processing North America Market Share Overview 1 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 M A R K E T S H A R E FY13 Product Revenues Equity Processing Client Volume U.S. $ Fixed Income Client Volume Operations Outsourcing Broadridge ~30% Competitors ~20% In-house ~50% Broadridge ~7% Untapped Market ~93% (>$1 Billion) Competitors ~2% In-house ~43% Broadridge ~55% 17 |
 18 SPS’s Client Base is Diversified Across Large Financial Institutions SPS client relationships are stable in volatile markets Top Equity Processing Fixed Income Clients Retail Institutional Processing Apex Clearing 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 Nomura Royal Bank of Canada Scotia Capital Societe Generale UBS Securities Outsourcing Note: The above schedule is an alphabetical listing of the top 15 clients (measured by revenue), which represented approximately 60% of Securities Processing Solutions revenues in FY13 |
 19 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: Breadth of asset classes on single “platform” Flexible business model that can be tailored to unique client needs Trusted brand Unique global technology platform provides processing access to over 50 countries Leading market position and scale |
 20 Financial Strategy |
 21 Our Financial Strategy is a key part of our value creation strategy Target paying out 40% of net earnings in dividends, but expect no less than 84 cents per share annually (subject to quarterly 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 ¹ 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 + 8x Rent Expense) / (EBITDA + Rent Expense) |
 22 Appendix |
 23 Key Financial Drivers 2Q 2Q YTD Actual FY14 FY14 FY14 FY13 Range Growth Drivers as a % of Recurring Revenue Closed Sales (Recurring) 7% 8% 6% 7% Client Losses (3%) (3%) (1%) (3%) Net New Business 4% 5% 5% 4% Internal Growth (a) 4% 4% (1%) 2-3% Organic Growth 8% 9% 4% 6-7% Acquisitions 1% 1% 0% 1% Total Recurring Revenue Growth 9% 10% 4% 7-8% Growth Drivers as a % of Total Revenue Recurring Revenue 6% 6% 3% 4-5% Event-Driven (b) 0% 1% 1% 0% Distribution (c) 0% 1% 2% 0% FX/Other 0% 0% 0% 0% Total Revenue Growth 6% 8% 6% 4-5% EBIT Margin (Non-GAAP) 9.4% 11.7% 14.8% 16.5-17.1% EPS $0.25 $0.64 $1.88 $2.15-2.25 (a) Internal Growth includes SPS Equity & Fixed Income Trades, ICS Equity & Mutual Fund Stock Record Growth, Transaction Reporting, Fulfillment, and Time & Materials (b) Event-Driven includes ICS Proxy Contest/Specials, Mutual Fund Proxy and Interim Communications (c) Distribution includes pass-through fees from Matrix (Non-GAAP) |
 24 Broadridge Q2 and YTD FY14 Revenue FY13 FY14 FY13 FY14 FY13 FY14 FY13 FY14 Q2 Q2 Q2 YTD Q2 YTD Q2 Q2 Q2 YTD Q2 YTD $327 $346 $666 $722 ICS $16 $21 $44 $62 3% 6% 6% 8% Growth % / Margin % 5.0% 6.0% 6.6% 8.5% $164 $174 $318 $343 SPS $20 $35 $29 $66 2% 6% -1% 8% Growth % / Margin % 12.2% 19.9% 9.3% 19.3% $491 $520 $984 $1,065 Total Segments $37 $55 $73 $128 3% 6% 4% 8% Margin % 7.4% 10.6% 7.4% 12.0% $0 ($0) $0 ($0) Other (a) ($8) ($11) ($15) ($14) $3 $1 $5 $1 FX (b) $3 $4 $6 $10 $493 $521 $989 $1,066 Total Broadridge (Non-GAAP) (a) $32 $49 $65 $124 3% 6% 3% 8% Growth % / Margin % 6.5% 9.4% 6.6% 11.7% Interest & Other ($4) ($6) ($7) ($12) Acquisition Amortization and Other Costs (c) $6 $6 $11 $11 Total EBT (Non-GAAP) (d) $34 $48 $69 $123 Margin % 6.9% 9.3% 7.0% 11.6% Income taxes ($12) ($17) ($25) ($44) Tax Rate 36.0% 35.4% 36.0% 35.7% Total Net Earnings (Non-GAAP) (d) $22 $31 $44 $79 Margin % 4.4% 6.0% 4.5% 7.4% Acquisition Amortization and Other Costs (c) ($4) ($4) ($7) ($7) Restructuring Charges (e) ($2) $0 ($3) $0 Non-GAAP Items (Net of Taxes) ($6) ($4) ($10) ($7) Total Net Earnings (GAAP) $16 $28 $34 $72 Margin % 3.2% 5.3% 3.4% 6.8% (a) Diluted Shares 125.5 124.1 126.3 123.6 Diluted EPS (Non-GAAP) (d) $0.17 $0.25 $0.35 $0.64 Diluted EPS (GAAP) $0.13 $0.22 $0.27 $0.58 (a) FY13 Q2 excludes Restructuring Charges of $4M (after tax $2M, or $0.01 EPS impact). FY13 Q2 YTD excludes Restructuring 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) FY13 Q2 excludes Restructuring Charges of $4M (after tax $2M, or $0.01 EPS impact) and Acquisition Amortization and Other Costs of $6M (after tax $4M, or $0.03 EPS impact). FY13 Q2 YTD excludes Restructuring Charges of $4M (after tax $3M, or $0.02 EPS impact) and Acquisition Amortization and Other Costs of $11M (after tax $7M, or $0.06 EPS impact). FY14 Q2 excludes Acquisition Amortization and Other Costs of $6M (after tax $4M, or $0.03 EPS impact) and FY14 Q2 YTD excludes Acquisition Amortization and Other Costs of $11M (after tax $7M, or $0.06 EPS impact). (e) FY13 represents transition costs related to termination of the Penson agreement including shutdown costs. Earnings |
 25 Broadridge FY14 Guidance Revenue Earnings FY13 FY14 Range FY13 FY14 Range Actual Low High ($ in millions) Actual Low High $1,760 $1,832 $1,848 ICS $302 $335 $344 8% 4% 5% Growth % / Margin % 17.2% 18.3% 18.6% $661 $687 $695 SPS $85 $117 $125 1% 4% 5% Growth % / Margin % 12.9% 17.0% 18.0% $2,421 $2,519 $2,544 Total Segments $387 $452 $470 6% 4% 5% Margin % 16.0% 17.9% 18.5% $0 $0 $0 Other (a) ($44) ($51) ($49) $10 $10 $10 FX (b) $15 $17 $17 $2,431 $2,529 $2,554 Total Broadridge (Non-GAAP) (a) $359 $417 $437 6% 4% 5% Growth % / Margin % 14.8% 16.5% 17.1% Interest & Other ($15) ($25) ($25) Acquisition Amortization and Other Costs (c) $24 $23 $23 Total EBT (Non-GAAP) (d) $367 $414 $434 Margin % 15.1% 16.4% 17.0% Income taxes ($131) ($148) ($155) Recurring Closed Sales Tax Rate 35.7% 35.7% 35.7% FY14 Range Segments Low High Total Net Earnings (Non-GAAP) (d) $236 $266 $279 ICS (<$5M) $60 $70 Margin % 9.7% 10.5% 10.9% SPS (<$5M) $30 $40 Large Deals ($$5M) $20 $40 Acquisition Amortization and Other Costs (c) ($15) ($15) ($15) Total $110 $150 Restructuring Charges (e) ($9) $0 $0 Non-GAAP Items (Net of Taxes) ($24) ($15) ($15) Total Net Earnings (GAAP) $212 $252 $265 Margin % 8.7% 10.0% 10.4% Diluted Shares 125 124 124 Diluted EPS (Non-GAAP) (d) $1.88 $2.15 $2.25 Diluted EPS (GAAP) $1.69 $2.03 $2.13 (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. (a) FY13 excludes Restructuring and Impairment Charges, net of $20M (after tax $13M, or $0.10 EPS impact). (c) Represents amortization charges associated with intangible asset values as well as other deal costs associated with the Company’s acquisitions. (d) FY13 excludes Acquisition Amortization and Other Costs of $24M (after tax $15M or $0.12 EPS impact), Restructuring Charges of $20M (after tax $13M, or $0.10 EPS impact) and a one time tax credit of $4M (or $0.03 EPS impact). FY14 guidance excludes Acquisition Amortization and Other Costs of $23M (after tax $15M or $0.12 EPS impact). (e) FY13 represents transition costs related to termination of the Penson agreement including shutdown costs, a one-time cost to restructure and outsource certain processing related to our decktop applications and one-time tax credit. |
 26 Cash Flow –YTD FY14 Results and FY14 Forecast Six Months Ending December 2013 Low High Free Cash Flow (Non-GAAP) : Net earnings from operations (GAAP) 72 $ 252 $ 265 $ Depreciation and amortization (includes other LT assets) 46 100 110 Stock-based compensation expense 15 33 35 Other (4) (5) 5 Subtotal 129 380 415 Working capital changes (40) (5) 5 Long-term assets & liabilities changes 2 (35) (35) Net cash flow (used in) provided by operating activities 91 340 385 Cash Flows From Investing Activities Capital expenditures and software purchases (31) (65) (60) Free cash flow (Non-GAAP) 60 $ 275 $ 325 $ Cash Flows From Other Investing and Financing Activities Acquisitions (38) (38) (38) Stock repurchases net of options proceeds (2) (2) (2) Proceeds from borrowing net of debt repayments (1) (1) (1) Dividends paid (47) (96) (96) Other 2 (5) 5 Net change in cash and cash equivalents (26) 133 193 Cash and cash equivalents, at the beginning of year 266 266 266 Cash and cash equivalents, at the end of period 240 $ 399 $ 459 $ (a) Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases. Free Cash Flow - Non-GAAP FY14 Range (a) ($ millions) Unaudited |
 27 Revenues and Closed Sales FY08-FY13 ($ in millions) CAGR Forecast Recurring Fee Revenues FY08 FY09 FY10 FY11 FY12 FY13 FY08-FY13 FY14 ICS 567 $ 594 $ 632 $ 720 $ 798 $ 850 $ 8% $923-931 Growth 7% 5% 6% 14% 11% 7% 8-9% SPS 534 $ 559 $ 536 $ 594 $ 655 $ 661 $ 4% $687-695 Growth 1% 5% - 4% 11% 10% 1% 4-5% Total Recurring Fee Revenues 1,101 $ 1,153 $ 1,168 $ 1,313 $ 1,453 $ 1,511 $ 7% $1,609-1,626 Growth 4% 5% 1% 12% 11% 4% 7-8% Event-Driven 200 $ 180 $ 257 $ 135 $ 132 $ 156 $ -5% $154-157 Growth -1% -10% 43% - 47% -2% 18% (1)-1% Distribution 808 $ 757 $ 781 $ 704 $ 704 $ 755 $ -1% $755-760 Growth -2% - 6% 3% -10% 0% 7% 0-1% Other/FX 22 $ (17) $ 4 $ 14 $ 14 $ 10 $ ~$10 Total Revenues 2,131 $ 2,072 $ 2,209 $ 2,167 $ 2,304 $ 2,431 $ 3% $2,529-2,554 Growth 3% -3% 7% -2% 6% 6% 4-5% Small (<$5M) 65 $ 80 $ 66 $ 66 $ 108 $ 103 $ 10% $90-110 Large (=>$5M) 17 $ 15 $ 53 $ 47 $ 12 $ 18 $ $20-40 Recurring Closed Sales 82 $ 95 $ 119 $ 113 $ 120 $ 121 $ 8% $110-150 Growth 30% 16% 25% -5% 6% 0% -9-+24% ($ in millions) CAGR Forecast Event-Driven Fee Revenues (a) FY08 FY09 FY10 FY11 FY12 FY13 FY08-FY13 FY14 Mutual Fund Proxy 92 $ 55 $ 150 $ 39 $ 28 $ 43 $ -14% $50-53 Mutual Fund Supplemental 49 $ 58 $ 48 $ 44 $ 47 $ 58 $ 3% $49 Contest/ Specials/ Other Communications 59 $ 67 $ 59 $ 52 $ 57 $ 54 $ -2% $55 Total Event-Driven Fee Revenues 200 $ 180 $ 257 $ 135 $ 132 $ 156 $ -5% $154-157 Growth -1% -10% 43% - 47% -2% 18% 1% Recurring Distribution Revenues (b) 580 $ 567 $ 564 $ 573 $ 597 $ 629 $ 2% $639-645 Growth -2% -2% -1% 2% 4% 5% 2-3% ED Distribution Revenues (b) 228 $ 190 $ 217 $ 131 $ 107 $ 126 $ -11% ~$115 Growth 0% -17% 14% -39% -18% 17% (8)% Total Distribution Revenues 808 $ 757 $ 781 $ 704 $ 704 $ 755 $ -1% ~$755-760 Growth -2% -6% 3% -10% 0% 7% 0-1% (a) Includes reclassification of Pre-sale Fulfillment from event-driven revenues to recurring revenues. (b) Includes reclassification of Pre-sale Fulfillment related distribution revenues from event-driven distribution to recurring distribution and Matrix pass-through administrative services revenues from recurring fee to recurring distribution. |
 28 Reconciliation of Non-GAAP to GAAP Measures Reconciliation of EPS Guidance 2Q13 2Q14 YTD13 YTD14 FY11 FY12 FY13 FY14 Range Actual Actual Actual Actual Actual Actual Actual Low High Diluted EPS (Non-GAAP) $0.17 $0.25 $0.35 $0.64 $1.47 $1.67 $1.88 $2.15 $2.25 Acquisition Amortization and Other Costs ($0.03) (0.03) ($0.06) (0.06) ($0.10) ($0.12) ($0.12) (0.12) (0.12) Restructuring and Impairment Charges, net ($0.01) 0.00 ($0.02) 0.00 $0.00 ($0.45) ($0.07) 0.00 0.00 IBM Migration costs $0.00 0.00 $0.00 0.00 ($0.03) ($0.12) $0.00 0.00 0.00 Diluted EPS (GAAP) $0.13 $0.22 $0.27 $0.58 $1.34 $0.98 $1.69 $2.03 $2.13 Reconciliation of EBT Guidance (a) 2Q13 2Q14 YTD13 YTD14 FY11 FY12 FY13 FY14 Range ($ in millions) Actual Actual Actual Actual Actual Actual Actual Low High Total EBT (Non-GAAP) $34 $48 $69 $123 $295 $331 $367 $414 $434 Margin % 6.9% 9.3% 7.0% 11.6% 13.6% 14.4% 15.1% 16.4% 17.0% Acquisition Amortization and Other Costs ($6) ($6) ($11) ($11) ($19) ($25) ($24) ($23) ($23) Restructuring and Impairment Charges, net ($4) $0 ($4) $0 $0 ($81) ($20) $0 $0 IBM Migration costs $0 $0 $0 $0 ($6) ($25) $0 $0 $0 Total EBT (GAAP) $25 $43 $53 $112 $270 $201 $323 $392 $412 Margin % 5.0% 8.2% 5.4% 10.5% 12.4% 8.7% 13.3% 15.5% 16.1% (a) Details may not sum to totals due to rounding Six Months Ending December 2013 Low High Free Cash Flow (Non-GAAP) : Net earnings from operations (GAAP) 72 $ 252 $ 265 $ Depreciation and amortization (includes other LT assets) 46 100 110 Stock-based compensation expense 15 33 35 Other (4) (5) 5 Subtotal 129 380 415 Working capital changes (40) (5) 5 Long-term assets & liabilities changes 2 (35) (35) Net cash flow (used in) provided by operating activities 91 340 385 Cash Flows From Investing Activities Capital expenditures and software purchases (31) (65) (60) Free cash flow (Non-GAAP) 60 275 325 $ (a) Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases. Free Cash Flow - Non-GAAP FY14 Range (a) ($ millions) Unaudited $ $ |
 29 ICS Key Segment Revenue Stats RC= Recurring ED= Event-Driven In millions Fee Revenues 2Q13 2Q14 YTD FY13 YTD FY14 Type Proxy Equities 25.3 $ 24.4 $ 50.9 $ 50.4 $ RC Stock Record Position Growth 4% 1% 1% 1% Pieces 20.8 20.0 41.1 41.5 Mutual Funds 9.1 $ 10.7 $ 15.6 $ 26.5 $ ED Pieces 15.4 15.5 23.6 35.9 Contests/Specials 2.0 $ 2.4 $ 5.0 $ 6.6 $ ED Pieces 1.9 2.4 4.6 6.8 Total Proxy 36.4 $ 37.5 $ 71.5 $ 83.5 $ Total Pieces 38.1 37.9 69.3 84.2 Notice and Access Opt-in % 75% 74% 61% 66% Suppression % 59% 58% 57% 58% Interims Mutual Funds (Annual/Semi-Annual Reports/Annual Prospectuses) 31.5 $ 39.0 $ 63.3 $ 77.8 $ RC Position Growth 11% 13% 10% 12% Pieces 153.2 187.5 303.9 361.0 Mutual Funds (Supplemental Prospectuses) & Other 9.1 $ 7.8 $ 23.8 $ 20.0 $ ED Pieces 46.2 35.7 121.6 107.5 Total Interims 40.6 $ 46.8 $ 87.1 $ 97.8 $ Total Pieces 199.4 223.2 425.5 468.5 Transaction Transaction Reporting/Customer Communications 37.9 $ 35.8 $ 78.5 $ 71.9 $ RC Reporting Fulfillment Fulfillment 31.9 $ 36.2 $ 65.1 $ 76.1 $ RC Emerging, Acquired Emerging/Acquired (a) 26.4 $ 34.9 $ 52.2 $ 69.1 $ RC and Other Other (b) 7.5 $ 7.1 $ 15.6 $ 15.5 $ ED Total Emerging, Acquired and Other 33.9 $ 42.0 $ 67.8 $ 84.6 $ Total Fee Revenues 180.7 $ 198.3 $ 370.0 $ 413.9 $ Total Distribution Revenues (c) 146.1 $ 147.6 $ 296.3 $ 308.2 $ Total Revenues as reported - GAAP 326.8 $ 345.9 $ 666.3 $ 722.1 $ FY14 Forecast Ranges Low High Total RC Fees 153.1 $ 170.3 $ 310.1 $ 345.3 $ 923 $ 931 $ % RC Growth 5% 11% 7% 11% 8% 9% Total ED Fees 27.6 $ 28.0 $ 59.9 $ 68.6 $ Low High Sales 4% 5% 5% 5% 6% 6% Key Losses -1% -1% -1% -2% -2% -2% Revenue Net New Business 3% 4% 4% 3% 4% 4% Drivers Internal growth 1% 6% 2% 6% 3% 4% (Recurring) Recurring (Excluding Acquisitions) 4% 10% 6% 9% 7% 8% Acquisitions 0% 1% 0% 2% 1% 1% Total Recurring 4% 11% 6% 11% 8% 9% Low High Key Recurring, Net (d) 2% 5% 3% 5% 4% 5% Revenue Event-Driven 0% 0% 1% 1% 0% 0% Drivers Distribution 1% 1% 2% 2% 0% 0% (Total) TOTAL 3% 6% 6% 8% 4% 5% (a) Emerging and Acquired includes fee revenues from acquisitions (i.e. Access Data, NewRiver, Matrix, Transfer Agency, Forefield, and Bonaire) and the portfolio of emerging products (i.e. Tax Services, Vote Recommendations, and Class Actions). (b) Other includes other event-driven fee revenues such as corporate actions and development. (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. (d) Recurring, Net includes contribution from Net New Business, Internal Growth, and Acquisitions ~$156 |
  30 SPS Key Segment Revenue Stats RC= Recurring ED= Event-Driven In millions Note: Outsourcing is now included in Other Equity Services 2Q13 2Q14 YTD FY13 YTD FY14 Type Equity Transaction-Based Equity Trades 31.1 $ 33.4 $ 61.1 $ 65.9 $ RC Internal Trade Volume 792 934 786 913 Internal Trade Growth -6% 18% -13% 16% Trade Volume (Average Trades per Day in '000) 860 953 844 931 Non-Transaction Other Equity Services 107.1 111.4 205.6 $ 219.4 $ RC Total Equity 138.1 $ 144.9 $ 266.7 $ 285.3 $ Fixed Income Transaction-Based Fixed Income Trades 13.6 $ 14.5 $ 27.5 $ 29.2 $ RC Internal Trade Volume 293 293 294 296 Internal Trade Growth -1% 0% 0% 1% Trade Volume (Average Trades per Day in '000) 293 297 294 299 Non-Transaction Other Fixed Income Services 12.0 $ 14.7 $ 23.5 $ 28.3 $ RC Total Fixed Income 25.6 $ 29.2 $ 51.0 $ 57.5 $ Total Net Revenue as reported - GAAP 163.8 $ 174.1 $ 317.7 $ 342.8 $ FY14 Ranges Low High Sales 5% 9% 4% 10% 8% 8% Losses -2% -4% -2% -3% -4% -3% Key Net New Business 3% 5% 2% 7% 4% 5% Revenue Internal growth -1% 1% -5% 1% 0% 0% Drivers Acquisitions 0% 0% 2% 0% 0% 0% TOTAL 2% 6% -1% 8% 4% 5% |
 31 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 regisetered directly in the names of their owners). Proxy 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., business combinations 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 – 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. Emerging, Acquired and Other Communications Emerging – Refers to the services provided by our emerging products portfolio (e.g. Tax Services, Vote Recommendations, and Class Actions). Acquired – Refers to the services provided by our acquisitions portfolio (e.g. Access Data, NewRiver, Matrix, Transfer Agency, Forefield, and Bonaire). Other – Refers primarily 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 tender offer transactions. ) 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. |