At this time I would like to welcome everyone to the Broadridge Financial Solutions, Inc. second quarter fiscal 2009 earnings conference call. (Operator Instructions) I will now turn the conference over to Marvin Sims, Vice President of Investor Relations. Please go ahead Sir.

Good morning everyone and welcome to the Broadridge quarterly earnings call and web cast for the second quarter of the fiscal year 2009. I'm Marvin Sims, Vice President of Investor Relations. As usual this morning I am here with Rich Daly, Chief Executive Officer for Broadridge and Dan Sheldon, Chief Financial Officer for Broadridge. I'm sure by now everyone has had the opportunity to review the earnings release we issued earlier this morning. The news release and slide presentation that accompanied today's earnings call and web cast can be found on the Investor Relations homepage of our website at www.Broadridge.com. Before we begin, I would like to remind everyone that during today's conference call we will discuss some forward-looking statements that involve risks. These risks are discussed here on Slide 1 and in our periodic filings with the SEC. Now let's turn to the next slide and review today's agenda. Rich Daly will start today's call with his opening remarks and will provide you with a summary of the financial results for the quarter, followed by a discussion on some key topics. Dan Sheldon will then review the second quarter results in further detail including a review of the cash flows for the quarter end. Rich will then return and summarize the fiscal year 2009 guidance and provide his overall summary and some closing thoughts before we head into the Q&A part of the call. Now please turn to the next slide and I'll turn the call over to Rich Daly. Rich?

Thanks Marvin. Good morning everyone. I am now on slide number three. This morning I will talk about the following topics: A summary of our second quarter financial results and the reaffirmation of our 2009 fiscal year EPS guidance, a review of our sales performance, an update on the current market dynamics including industry consolidation and how to put these dynamics into context for Broadridge. Finally, after Dan’s financial update I will provide some concluding thoughts before Q&A. So, let’s go to slide number four and start. Given the current market environment I am satisfied overall with our second quarter results. I am also pleased with our sales results, increased market share, liquidity and forecasted free cash flows. I will talk more about these points a little later. Our Q2 performance was better than our expectations as we continued to experience strong trade volumes in our securities processing segment. Our revenues for the quarter were down 1%. However, operating revenue growth for the business segments excluding foreign exchange and other was up 2% and recurring fee revenues were up 7%. Event driven mutual fund proxies were down year-over-year as well as distribution revenues related to the increased adoption rate of notice and access. The increase in notice and access adoption rate lowers overall revenues but creates a positive offset in fee revenues at higher margins. Reductions in distribution revenues replaced by recurring fee revenues at higher margins is the only time I am not upset with declining revenues. Net earnings for the quarter are up 3% and were better than expected. Despite the anticipated expense rollovers we previously disclosed our earnings growth was primarily due to our trade revenue over performance and lower interest expense related to our lower debt level. Despite the challenging market conditions the business fundamentals continue…

Thanks Rich. I am now on slide seven. As Rich mentioned our revenues are down slightly for the quarter and up slightly year-to-date. Looking at the specific revenue drivers you can see that sales and losses are running at our Q2 forecasted contribution to revenue rate and we expect the year-to-date contribution rates to continue into the second half. Once you are half way into a year you pretty much know your contributions for revenue for sales and losses given the conversion and de-conversion timeframes. Also we have included in the appendix a general guideline for conversion timeframes between closed sales and revenue recognition. Looking down at internal growth it continues to be up and slightly over our forecast given the strong trade volumes and time and material activity in the quarter. For the second half we are expecting additional contributions to internal growth as Rich mentioned from our investor communications business and less from the other two segments given lower trade per day growth, lower time on material jobs and less interest revenue which I will go into more detail on when I review the segments. Both our event driven mutual fund proxy and foreign exchange revenues continued to strengthen in the quarter and were slightly below our Q2 forecast and we are also forecasting the shrinkage to continue into the second half. Our year-to-date pre-tax margins are slightly down and diluted EPS is flat to last year but above our forecast given the revenue mix and the net FX transaction gains. Let’s move to the next slide where I will go into more detail on the quarter, year-to-date and full year view of our segments, other and wrap up with cash flows. I am now on slide eight, investor communications solutions. For the quarter our revenues were down…

Thanks Dan. Let me summarize our fiscal year 2009 guidance on slide 14 as Dan and I have already touched on most of these points. Our revenue for the year will be in the range of own 3% to flat. This is down from our previous guidance of flat to up 3% as a result of the continuation of unfavorable foreign exchange rates, lower event driven mutual fund proxy revenues and lower distribution fees related to higher notice and access adoption rates. As I have already mentioned, we are very pleased with the growth in our recurring revenue this year and we expect the operating segments to generate revenue growth in the range of flat to 2%. We still expect our sales plan to be in the range of $160-180 million. We expect EBIT margin of 16.2% to 17.1%. GAAP EPS of $1.49 to $1.59. Non-GAAP EPS of $1.45 to $1.55 and a tax rate of 39%. Finally, we expect to generate free cash flows in a range of $210-250 million. So, on slide 15 before we go into the Q&A part of the call let me leave you with a few thoughts on how I feel about the business as we continue to navigate through these unprecedented times. As you know, the financial services industry is in a crisis. However, Broadridge is weathering the storm well. The majority of the Broadridge business model continues to be resilient as key recurring revenue metrics remain stable. Our recurring fee revenue base contributed 2% to overall revenue growth in the first half of our fiscal year and is projected to do better in the second half. Our investor communications business had recurring revenue fee growth of 8% in the first half and is expected to grow 7-11% for the year. We believe…

(Operator Instructions) The first question comes from the line of Ian Zaffino - Oppenheimer & Co. Ian Zaffino - Oppenheimer & Co.: I wanted to talk a little bit about new products or potential acquisitions. What are you thinking about in this current environment on the opportunity to introduce new products? Are there any in particular you are able to introduce to take advantage of what is going on now with customer needs specifically? Or any companies out there that are planning something you would like to offer to your customers?

First of all, we put a lot of effort into making sure we leave no stone unturned in terms of looking for new activity. So since the spend, the term we internally use is that we have the acquisition fly wheel turning and that we are comfortable we are out there not waiting for something to be delivered to us as a potential sale but going out there looking for products that under our umbrella would perform better. We feel good about those activities and we have actually uncovered several pieces that are strategic that we feel good about. I am also particularly pleased that these opportunities are proportionally playing out about in the range and sizes of our business meaning we are looking at more things in communications than we are in any other area but we are looking at things across the board. I said in my comments that the current market environment really has temporarily delayed some of the activities because what we are experiencing is that potential sellers are looking at valuations pre-market crisis and we don’t think that would be in the best interest of our shareholders. We are being very sensitive to that. At the same time we are encouraged because there absolutely is more opportunity for Broadridge which is so well positioned versus competing prior to the crisis with I’ll call some of the irrational money that was around before the crisis. Ian Zaffino - Oppenheimer & Co.: Dan, on the CNO business, what type interest rates do we need to see for the business to be profitable? Can it be profitable at these levels and what would you need to do? Also, on the free cash flow build up can you just go into the working capital changeover a bit as far as what you are assuming for your DSO’s going up or payments, etc.?

Let’s go first to the clearing outsourcing. When we talk about the impact of FX and the margins let’s focus primarily on the FX. Even if the Fed fund, that has dropped over 400 basis points since we were talking about 18 months ago. So that has driven us down. Bringing it back up the net new business is what we are primarily focused on. In focusing there and into next year we would hope to see profitability as we exit that year. If the Fed Funds go up or if our margin balances come up that would absolutely impact us positively. So to put it in perspective, every 25 basis points is just under $1 million of Fed Fund opportunity the top and bottom line. Going over to the cash flows when you think about our cash flow and you said working capital, I think I have got you pretty right in what we looked at there was we are pretty tight on when we look at how much are we going to spend on CapEx as we talked about…the receivables are the only thing that can drive really the change in the working capital. All the other items in there are pretty stable and we are understanding them and are very comfortable with them. Did that help? Ian Zaffino - Oppenheimer & Co.: You said exiting fiscal 2010?

Yes. Exiting because unless I see the Fed Fund rates come up or the margin balances increase we will still have a drag in the first half of next year just by what is happening recently in Q2 with the lowering of the Fed Fund as well as the margins dropping from about $900 million average down to $700 million. That will impact the beginning of our next year. But again I think what is important is if looking even if those don’t change at the second half of the following year which is FY10, I feel pretty good about it.

It is also always worthy to mention that without the ridge capabilities we wouldn’t be in the outsourcing business. Again that is the key strategic reason why we are in the clearing business.

The next question comes from Anurag Rana - KeyBanc Capital Markets.

I am again trying to beat a dead horse about the use of free cash flow. We have seen two quarters in a row with stable business, the guidance of free cash flow goes up and yet we don’t see any announcements regarding any buybacks or any further reduction in debt. I do understand all the things you talked about on the call but can you give us any more color regarding what is the though process behind not utilizing cash flow at this point?

First of all, there is only one factor here and that is time. Given the liquidity crisis we decided that we would err on the side of being conservative. Now that we are at the 1:1 ratio, now that we have our ratings in a more solid position we will look at the opportunities as we go forward to use this cash flow to create shareholder value. I am very excited that we will have that opportunity and we will without question look to increase shareholder value through the use of our cash but I will say that to date I think our conservative view and the management of this free cash flow has served us well in all of our activities. So, again historically my first choice would be to create profitable revenue and growth and I clarify that on the acquisition side by saying it would be more strategic than going out there to make a big deal for the sake of buying revenue. That likely means we will have even in execution of that strategy successfully we will have cash flow available for dividends and buybacks to be considered as we go forward and we will consider those as we go forward to create the best value for shareholders.

Are the rating agencies giving you any pushback on that? What is their take on given where your EBITDA versus where you debt is at this point?

The rating agencies are happy with our debt to EBITDA and as far as acquisitions they do those if they are right for the business and you have done all your due diligence and you are paying the right kind of prices. They have not had any issue with us on that.

The next question comes from Tien-Tsin Huang - J.P. Morgan.

The change in the revenue guidance, I just wanted to clarify how much of that is coming from foreign currency versus the respective event driven mutual fund proxies and the distribution fees?

If you think about it, I’ll give you the high and low type of approach here. The low end or what we will call the event driven will be the $10-15 million drag from the last time we spoke. Post was down about $20-25 million and FX creating about $15-20 million. Net we are the same, down about $50 million on the low end and $75 million on the high end. Those are the three drivers. When I look at those drivers especially since postage is really primarily the notice and access and that is bringing in extra revenue when you say on the [B] side it is definitely a higher dollar margin, I look at postage, event driven and we all know what can happen with FX at any period of time. I kind of look forward to the future when it all starts coming back.

On the pricing on the new deals and renewals that you discussed that was pretty clear. I guess what is the impact on margins in the second half? How could that play out? Are there some offsets there? Then longer term, or in the mid term, how should we think about pricing playing out as more business comes up for renewal?

I’ll hit the margin piece first. When you think about us talking about concessions you really have to think top line falls to the bottom line. When you talk about sales coming on you really need to be thinking depending on the type of business anywhere between 25-50% margin. I think the way we really think about now our second half is when we have looked at our ranges we pretty much comprehend what could be our high and low end with respect to concessions, with respect to losses as well as any kind of impact from even the event driven which have higher margins than our normal weaker revenues in investor communications. The way I just do it, as you are trying to look at your models and that, is take our low end, take the second half, back into the various numbers and then take a look at the SPS business because really it is only the SPS business also that has any real impact from concessions. Again, it is all timing. You are going to have small concessions one year and large concessions the next year because of contract re-signs when they come up. That is really what we have to deal with.

Regarding how it is going to play out, this is really going as expected. If you go back and play back the tapes we pretty much addressed everything we are experiencing right now in the past and we talked about potential down markets. Pricing pressure is always out there and it intensifies in difficult markets. The offsetting good news to that though is that firms are far more willing to consider internal changes to create cost savings. So in every one of these pricing dialogues we are talking about how other Broadridge products, particularly outsourcing, could help them save significantly more than just getting a price reduction and these are all active, complicated dialogues but in every case dialogues are taking place.

The only other thing I would add to that is we did make a point of pointing out that when we are doing some of these unplanned concessions they are all due to us also taking the clients and extending those contracts which is back to Rich’s point. You extend the contract and you have more option to sell additional business in there. That I think is a real positive.

The next question comes from [Stefan Sook] – No Company Listed. [Stefan Sook] – No Company Listed: First off, on the event driven I think you said in the first half of the year M&A was a little better than you planned. Just over the last few weeks it seems there has been a bit of pick up in M&A and also in maybe some proxy contests and things like that. Are you factoring any of that into your guidance for the second half or are you just kind of assuming what occurred in the first half kind of continues?

What we are actually doing is we kind of focused a lot on that event driven mutual funds and told you how much it came down but also when I take a look at the contest and special as well as a couple of our other areas where we say the fundamental for interims and some of our pre-sale fulfillment we are actually carrying that forward as a positive into the second half. [Stefan Sook] – No Company Listed: But you are not assuming it gets any better in the second half, you are just assuming that the out performance in the first half continues?

That is exactly right. [Stefan Sook] – No Company Listed: You talked about how, and I think this chart is helpful on the conversions, if the sales success continues how it won’t help revenues for quite a while but I seem to recall that you are actually carrying some extra expenses post RBC conversion that were a bit of a drag on profitability and I’m just wondering if you do indeed convert some of these sales does that actually help the margins even though revenues won’t show up until much later?

First of all let me just address the extra expense side of that. For the majority of the internal people that worked on RBC what we did was we shifted resources from other activities that need to be done and maintenance and other enhancements to focusing on getting that project done. All of the contract labor that was brought in specifically for that activity was released once the job was complete. So, there isn’t a lot of extra expense floating around per se although as Dan commented we are looking at all discretionary expenses and all expenses overall even more carefully than we normally do.

What I want to say there is what we are going to be doing going forward, the only time you really see any large impact there to the margins is a large deal we would convert. If we ever went into a large deal and said we were going to have to take some of our internal costs and capitalize them I would be very clear with you about how much that would be, how long it would be and what you should expect on an ongoing basis post conversion for anything like that. I think that is very important. I think we have had some discussions before where that was confusing where we didn’t do that in the past. [Stefan Sook] – No Company Listed: So just to be clear if you sign some very large deals there might be some capitalizing of expenses in the future that obviously improve margins from a cash perspective don’t really change things?

Yes if you look, by the way, at the cash flow statement you will see that when we talk about change in long-term asset and liabilities you will see that cash being used there but that is exactly right. That is how I relate them. I say the margin changed but I also talk about the use of cash. Again, this is all GAAP driven as we all know. [Stefan Sook] – No Company Listed: Lastly, without beating a dead horse, just to point out it seems like net debt at the end of the quarter was $25 million. I know that is benefiting from the fact that the clearing and outsourcing balance sheet was improved but it would seem like within your guidance you will generate even if that balance for the clearing business goes up to $150 million or something like it can or has in the past you will generate that much by the end of June. So it seems like you are probably on target for the end of the year around this $25-50 million in net debt which seems like you have quite a bit of room on the balance sheet to do a buy back and acquisitions. I know that is more of a statement than a question, but as a shareholder I appreciate that you are conservative but I do agree that you could be maybe a little more aggressive on the buy back going forward.

Hopefully at the end of the day we will be viewed as conservative and not dumb. We are committed to create value. We are committed to executing the strategy. We are pretty pleased at where we are positioned right now. We believe when these markets settle we will be viewed as an organization that is on the high ground in terms of opportunity to execute and use its cash to create value.

I am showing that we have no further questions at this time. I will now turn the call back over to Mr. Daly.

Dan, Marvin and I certainly appreciate your participation. We look forward to speaking to you in the near future and certainly look forward to talking to you about big quarters in the future. Thanks so much. Have a great day.

This concludes today’s Broadridge conference call. You may now disconnect.