Good morning. My name is Stephanie and I will be your conference facilitator. At this time I would like to welcome everyone to the fiscal year 2009 earnings conference call. I would like to inform you that this call is being recorded and that all lines have been placed on mute to prevent any background noise. There will be a question-and-answer period after the speakers' remarks. Please try to limit your questions to one per participant. I will now turn the conference over to Marvin Sims, Vice President of Investor Relations. Please go ahead, sir.

Stephanie, thank you. Good morning, everyone, and welcome to the Broadridge quarterly earnings call and webcast for the fourth quarter fiscal year 2009. As usual, this morning I’m 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 earning call and webcast can be found on the investor relations homepage of our website at broadridge.com. As requested by some, earlier this morning our quarterly key metrics were posted on our IR website as well. We've also included a copy of the metrics in our appendix of our webcast for your reference, as they may be helpful during Dan's review of the financial results. Before we begin I would like to remind everyone that during today's conference call we'll discuss some forward-looking statements regarding Broadridge that involve risk. These risks are discussed here on slide one, and we encourage participants to refer to our SEC filings, including those on Form 8-K, 10-Q, and 10-K, for a complete discussion of forward-looking statements and risks. 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 a summary of the financial results for fiscal year 2009, followed by a discussion of a few key topics. Dan Sheldon will then review the fiscal year 2009 financial results and financial guidance in further detail, including a review of cash flows. Rich will then return and provide his overall summary and some closing thoughts before we head into the Q&A part of the call. Now please turn the next slide and I’ll turn the call over to Rich Daly. Rich?

Thanks, Marvin. Good morning, everyone. This morning, as part of my opening remarks I'll talk about the following topics. First, a summary of our fourth quarter and full fiscal-year financial results, followed by a review of our sales performance for the year and sales pipeline. Then, an overview of our fiscal year 2010 financial guidance, and finally, an update on our capital allocation policy and how we plan to use our free cash flow to create long-term shareholder value. Let' start on slide number four. Overall I'm satisfied with the fiscal year results as the financial performance for the fourth quarter was in line with our expectations and includes an acceptable year. Our fiscal year non-GAAP EPS of $1.51 and GAAP EPS of $1.58 were both just above the midpoint of our May guidance. Our revenue decline of 3% was at the low end of our May guidance due to lower equity stock record growth, somewhat offset by higher trading volumes in the fourth quarter. As I think about revenue growth for the year and I exclude the lower distribution revenues and negative impact from foreign currency exchange, we had fee revenue growth of 2% and fee revenue growth in all three of our operating segments. Our growth in recurring fee revenues has been one of the highlights for the business this year and was the foundation for growth during this challenging market, as it has helped to offset some of the decline in mutual-fund event-driven fee revenue for the year. All of our revenues for the year were down. Our non-GAAP earnings per share were up 6% as we benefited from lower interest expense and a lower recurring effective tax rate, related to the work we’ve done since the spinoff, to obtain recurring state-tax credits. We generated greater than…

Thanks, Rich. I'm now on slide eight, our fiscal year '09 results and our fiscal year '10 guidance. You'll note the chart at the top of the page shows how the revenue drivers have, and are expected, to contribute to revenue growth for fiscal years '08, '09, and along with our guidance for FY'10. In fiscal year '09, revenues for both the fourth quarter and the year were down, but they were entirely the decrease driven by FX, distribution fees, and even-driven related to mutual fund proxies. Our recurring revenues from net new business and internal growth were positive for the year. The trends over the last few years and our expectations for revenue drives as we've move into fiscal year '10 are as follows. Sales and contributions to recurring revenue have been increasing each year due to increases in recurring closed sales from existing products and the introduction of new products. As Rich mentioned, we had a record year in fiscal '09 with over 30% growth in recurring closed sales and expect to have greater than 10% growth in recurring closed sales in FY'10. Losses--they've averaged over the last few years 2%, giving us a 98% revenue retention rate, even in these tough economic times. Internal growth--it does better in bull markets than it does in bear, but the impact is not material on the downside, which we experienced in the second half of fiscal '09 due to the increased price concessions, drop-off in our time and material, and lower net-interest in our securities processing and clearing businesses. Given this, we expect to experience in the first half carryover headwinds into FY'10, which for the most part should be behind us as we enter the second half of our next fiscal year. With respect to event-driven, it's been flat…

Thanks, Dan. Before we go into the Q&A part of the call, let me summarize and leave you with a few more thoughts on how excited I feel about the business as we look to our new fiscal year. I'm on slide 15. We had solid performance during fiscal year 2009 whereby we maintained an achieved EPS guidance that we issued last August before the financial crisis hit. We had another record year in closed sales. We had great growth in our recurring fee closed sales, and our pipeline continues to remain robust with promising longer opportunities in all of our segments. As we exit fiscal year 2009 with positive momentum driven by the investor communications business and strong sales contributions in our securities processing and clearing businesses, we're well positioned for fiscal year 2010. We're anticipating revenue and EPS growth in fiscal year 2010 with modest revenue growth in the first half of the fiscal year and stronger growth in the second half. In the first half of fiscal year 2010, we expect to experience a tougher compare as a result of a crossover impact of price concessions, the Bank of America equity processing business loss, and the impact that lower interest rates and widened balances will have on net interest income. Our capital allocation policy will return meaningful cash to shareholders as we've doubled our dividend and have authorized a 10 million share repurchase plan. Even with the doubling of our dividend to $0.56 and share buybacks, our strong free cash flow generation capabilities enable us to continue to pursue value creation by building or buying profitable revenue growth. We'll look to create greater shareholder value as we execute strategic acquisitions that will leverage the Broadridge brand and distribution channels. Our focus in fiscal '10 will be to…

(Operator's Instructions) Your first question comes from the line of James Cassan, from Bank of North America. Your line is open.

Great, thanks, and congratulations on the results. Rich, can you give a little more color on the 4Q processing win? Was this customer previous in house or was it a competitive takeaway?

This customer was using a different vendor and because they have asked not to have their name disclosed, Jim, it's going to be a little tough for me to provide a lot more color. We are excited by this because the value proposition we offered them was more around the features and functionality that will enable them to run their business and grow their business better, which is what led to the decision. So it is adding all the new acts that we continually do, we have reached the tipping point here in this particular case.

Okay, and Dan, a quick question; your confidence levels in the event-driven revenue for fiscal '10 sounds very high and it seems like it's all based on mutual fund activities. So you're not assuming any uptick in M&A activity until you sense that you could have faster acceleration or improvement in the revenues there? Is that the case?

The event-driven, Jim, is focused on mutual fund activity. It is tied directly to the discussions we're in right now. The activity of those discussions is much stronger than it was last year.

Yeah. And Jim, I would add to that piece is when we are actually in dialogues with people, and then we know the large funds, and two of the largest ones are in active dialogue with us and even have scheduled jobs — that's what gives us the confidence. What I would share with you, as I mentioned is, it'll be more in our Q2, Q3, and Q4, than you'll see anything in our Q1.

Great, okay. Thank you very much. Congrats.

Your next question comes from the line of Ian Zaffino from Oppenheimer. Your line is open.

Hi, thank you, good quarter. Question is on the CNO business, what is the profitability we should look at? I mean I know you gave us some sensitivity as far as 25 basis points, $100 million change in margin balance, but we've been waiting a long time for this thing to become profitable — it's not profitable and you're not protecting any profits going forward for some time, and I understand we might be in a kind of a unique interest rate environment, but at what time do you — or at what point do you really fish or cut bait and just get out of it or look for some other alternative?

Okay. So I'll handle the first part which is more or less the numbers and profitability, and I'll turn it over to Rich for more the strategy. You're absolutely right. When you look at the interest and it's all from the net interest and it's a combination of the fed funds and the margins, and that's why I gave the statistic. We don’t' expect anything to move there for the next year, so therefore we're saying it's going to be sometime in fiscal year '11 we expect profitability. I think the most encouraging thing, besides just what I call those internal growth features, is the fact that we talked about the $10 million deal we just signed. That is both the combination for the securities processing business of technology, and very important for new business into our clearing and outsourcing business. And again though, the implementation timing which all large deals take--it won't hit profitability again until fiscal year '11. So I say to you that fiscal year '11 is the year that we're looking at to start turning around, and as we said before, when you look at this business, clearing brings in about a 50% margin, the outsourcing brings in 20%-25% margin, and overall the rest is internal growth which we'd expect to see some improvement also on fiscal year '11. Rich, I'll turn it over to you for the strategy.

Ian, I absolutely respect and appreciate your comments. Our mission is to create shareholder value and any of our pieces that don't ultimately lead to greater shareholder value, we're certainly not wed to. With that said, the pipeline and the clearing and outsourcing space is more than 2X the total revenue of the clearing business right now. It's certainly the growth opportunity in the securities processing space that we have so we will continue to look for ways to accelerate growth, and if there is an opportunity out here to do something that would minimize these losses or move it to profitability more quickly, we're going to be aggressive in pursuing that. But our strategy here is to take the industry and create this opportunity at the next level which provides the overall industry to a higher level of efficiency, and despite others trying to get into this space, we're still the only one that has this offering out there. So it's been tough, but we're still staying with the outsourcing strategy.

Okay. So it seems to me that you view this as an integral part of your strategy, so what type of losses are you willing to sustain?

We're not pleased in the position we are. In the last call I clearly stated in the processing space that we're not meeting our performance goals. We've done an awful lot of work since that call. In this call I stated that we've now identified ways to expand offerings and we believe we're on the right path. So I'm not really willing to sustain losses ever. I'm certainly not willing to sustain them for any sustainable period of time. So we recognize the appropriate — and certainly your impatience, and we feel the same way here, but at the same time if there is an opportunity to get this to a tipping point and create meaningful value, we don't want to pass on that.

Okay. All right, thank you very much. Good quarter, again.

Thank you.

(Operator's Instructions) Your next question comes from the line of Tien-Tsin Huang from JP Morgan. Your line is open.

Good morning. It's Tien-Tsin, and thanks for all the disclosure once again — very helpful. I just wanted to ask once again about, I guess pricing, on new sales in the fourth quarter and in general what your expectation is on pricing on new sales and renewals in fiscal '10 — if we could get some more color on that?

All right, the pricing for the new sales was not material up or down in terms of any historical pricing we've done. The benefit we have is that because we're a skill business, any incremental revenue provides significant benefit, as we saw with BofA, any less of revenue provides a dramatic reduction to the bottom line as well. So I think I'm answering the question here. I'm not seeing anything materially different in pricing in the last quarter or as we're going forward.

And if I could just add to that, I don't think it's so much of our pricing having to do with sales, the pressure we've gotten were on existing clients which we talked about before and we called those the price concessions. And as I mentioned, and I think this is very important and I want to stress it well, we said that over any period of time — we have seen this time and time again, when you go into a down market your concessions are higher than when you're in a bull market. And when we looked at our concession this time we said we've resigned the majority of our clients, yes, we saw an increase to our concessions, but when I looked at when we get through that growth in the first half of next year, I expect to see the concessions really drop a little bit, and as a result still average our overall what we call, historical trend, of about a 3% annualized basis. Some years 1%, some years 4%-5%, and that's where we've seen the pressure. But again, not unusual in a bear market.

Sure, totally understood. I guess this is a follow on to that, what does it take then to get some of these new sales and that's in the pipeline — it sounds like in general it's quite strong. What is it going to take to get these deals across the finish line? I mean is it really a question of just focus or is it pricing that we're trying to negotiate — I'm just trying to understand that.

For the large clearing and outsourcing deals, or I should say ASP and outsourcing deals, Tien-Tsin, the challenge is that the client needs to go through an internal conversion as well, and these are complex activities that require lots of senior management focus. The reason I say we're encouraged by the dialogues is because after the initial dialogue that they have with all their vendors about I need a price reduction, if you're not satisfied with your performance in your run rate, things like going to a conversion, if it can dramatically take out nine digits of expense from your run rate, is something you're more willing to have than with a bull market where the conversation is more around just keeping up with all the revenue growth opportunity you have and pushing your existing providers or in-house providers to give you new apps to take advantage of revenue opportunities. Right now the focus is still very, very strong across the industry on expense management.

Gotcha, okay. So I'll be looking out for the deals. My last question is just if you could just walk us through your expectations again for the stock record growth and trade volume? I just wanted to better understand the visibility and the confidence level there. Thank you.

Okay, so let me answer that one. When we looked at July and going into August and I’ll start with the stock-record growth — I think first of all I'm going to take you back to the fourth quarter. When we looked at the stock record growth, and yes, we were down a few percentage points. When we kind of break that into the tiers of we'll call it the large caps versus the mid or small, the large caps were actually up and it was the small and mid-cap that were down. And we've seen a little bit of that carry forward here, but we also have seen where the large caps have continued to be strong. So therefore that's why we say okay, last year was a -2, we're looking at next year anywhere between flat to a +2 and nothing more or less. And moving onto the trades per day, the biggest thing there is to be thinking about we've said at the low end in the 4%-5% kind of range and at the high end the 8%-10% kind of range. And again what we've seen is in the summer it's very difficult to gauge because in the summer months trading always falls down or off, however, we feel pretty comfortable that we at least at the low end would definitely make.

Great. Thank you so much.

Your next question comes from the line of Stefan Mykytiuk from Pike Place Capital. Your line is open.

Good morning. Just I guess a few questions. You addressed the visibility on the mutual fund event driven, those are really — your optimism really is based on concrete discussions as opposed to just hoping it materializes?

Absolutely.

Okay, terrific. The clearing and outsourcing business, maybe I remember this wrong, but it seems to me like despite the fact that the way you break this out you're actually losing money in clearing and outsourcing, I seem to recall that you guys really from a strategic point of view look at this as part of the securities processing offering and therefore we really should look at those businesses combined because it's part of the strategy of how you go to market and how you approach clients and the breadth of the services you offer them. Am I remembering that wrong or--?

You're absolutely remembering that correctly. We view it as running two businesses; a communications business and a processing business. Right now we're at a point where the losses that we have in the clearing and outsourcing space are somewhat offset by revenue that's in the processing space, but in context with the other statements made, we at this time when we disused this in our original strategy, expected to be further along and have profitability contributions in both reportable segment, the clearing segments and the SPS space, by this point in time, which we don't have. Now, margin balances are down, the trading activity is down, we have the things going on here, but nonetheless we are in business to create shareholder value and in this space we have not accomplished that yet. We have made changes over the last quarter in the way we're going to approach this and we hope those changes will bring value.

Okay. But what you're saying is that your big opportunities from your revenue growth point of view for the combined securities processing and clearing and outsourcing really is coming from that outsourcing business.

Right, that's correct. Without the people from clearing we can't offer the outsourcing. And those are our — in the total pipeline of the large deals that we have across all the segments, the largest amount of pipeline is because we have the outsourcing capability.

Yeah. And I would also add to that piece of it, I think what's very important — and the reason we break out sales, losses, and internal growth for everybody is when you ask the question strategically and you look at this business and it's driving 26% revenue growth, call it from sales, and next year somewhere between, as we called it, 10%-14%, and we only have losses of 4%, that's the real value that we look at because we know the internal growth piece will come back when the markets come back.

Right, okay, great, thank you for clarifying that. Lastly, just in terms of the — I think Rich made a comment that you had $177 million of cash on the balance sheet at June 30 and I'm seeing 280, are you just kind of stripping off the cash sitting in the clearing and outsourcing business?

Absolutely. The correct way it was 172 call it what we have available to use, and the other 109 is all related to the clearing business.

Okay. And so it brings me to the last piece which is if you generate, call it 250 in free cash flow again, you're going to spend, call it 70, on the dividend, and be left with 180 — assuming you do some buyback, I guess if you did the whole buyback in a year then that would be all the free cash, but how should we think of — I mean if you’re not able to find acquisitions, what are you going to do with the surplus free cash flow?

The commitment is to generate shareholder value through our free cash. So I would be disappointed, Stefan, if we didn't find any acquisition. So as a matter of fact, internally I would use a different word that disappointed. And so we believe we're well positioned right now with a far clearer policy as we go forwards, but acquisitions we expect to be a part of that. Think in terms of the type of acquisition we did with Access Data.

Okay. And in terms of how it affects the business and also in terms of how much money you're spending?

Yeah. You shouldn't be thinking we're going to go out and do a mega deal. You should be thinking that we're looking for things that when we put it into the Broadridge engine through our distribution channel and our processing capabilities and our brand recognition, that we should be able to take a good product that the market needs that doesn't have significant market penetration and accelerate it for the benefit of our shareholders.

Right. Okay, great. Thank you very much.

(Operator's Instructions) And your next question comes from the line of Vivian Mamlock from US Steel Pension Fund. Your line is open.

Hi, good morning. Could somebody walk me through what your implementation process is for outsourcing, what the up-front commitments are from a capital perspective and how that works along the timeline until you get to a point where everything is up and running and you get to the 20% and 50% margins that you were talking about.

Sure. I think the most significant thing about this, Vivian, is going to be the timing. So if someone was to sign a deal today, then we're going to need to understand in detail what the conversion plan is. We put significant effort into understanding exactly what their system does and what pieces of their system, for example the desktop, are they going to leave in place. We do all the mapping to enable a desktop to stay in place so that the brokers the day after the conversion won't see any disruption. It will look exactly as it did the day before the conversion. Those things take time. In some cases they want us to do work to give them a better desktop. In some cases we're making investments to do that. In all cases we are making investment as it relates to getting the conversion accomplished. So the timing on this can go back in history when we did the lean-in conversion — that was a rather large transaction, that took nine months. Some conversions can take 18 months depending upon the gaps and the functionality that the client is looking to add. The more functionality they are looking to add, the more investment we're making until we actually start to generate some revenue. Dan, why don't you talk about the accounting of that a little?

Yeah. Well, let's talk about the cash flow, which I think was the real question in that piece of it. So, Rich has already mentioned that the deal can take up to a year to implement and I’m using a year because it can be the six months or the 18. This one, (inaudible) we're talking about at $10 million is going to be about a year out. Those type of deals at $10 million do not require significant cash on our side to implement. If we ever did a significant large deal, or I should put it more appropriately, when we ever get a very large deal like we did when we talked about RBC, as we're talking about that deal we'd also share with you could that be using up $10-$20 million worth of our free cash flow, and the answer would be pretty much yes. If you think about that, it would be in the same kind of frame thinking of a major acquisition call it a $45-$50 million kind of acquisition. That's how we think about some of those very large sales and that's how you should be thinking about a $10-$20 million usage of cash.

Okay. That's helpful. Thank you.

Mr. Daly, I now turn the conference over to you.

Well, we certainly thank you for your participation. Dan, Marvin, and I, are going to look forward to seeing you over the next month or so and thanks again for being with us today. Have a great day.

This concludes today's conference call. You may now disconnect.