Good morning my name is Suzan and I will be your conference facilitator. At this time I would like to welcome everyone to the Broadridge Financial Solutions first quarter fiscal year 2011 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’ remark. (Operator Instructions). I will now turn the conference over to Rick Rodick, Treasurer and Vice President of Investor Relations. Please go ahead sir.

Thank you good morning everyone and welcome to the Broadridge quarterly earnings call and webcast for the first quarter of fiscal year 2011. 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 this morning. The news release and slide presentation that accompanies today’s call and webcast can be found on the Investor Relations homepage of our website at broadridge.com. I’d like to remind everyone that we’ve also included a copy of the key metrics on pages 23 and 24 in the appendix of our webcast for your reference. You may find these metrics helpful during Dan’s review of the financial results for each segment. During today’s call, we’ll discuss some forward-looking statements regarding Broadridge that involve risk. These risks are discussed here on slide number one and we encourage participants to refer to our SEC filings, including those on Forms 8-K, 10-Q and 10-K for a complete discussion of forward-looking statements and risk factors faced by our business. Before we begin, I’d like to point out to everyone that as a result of the Penson transaction we closed in the fourth quarter of fiscal year 2010, the clearing business is now shown as discontinued operations and our remaining outsourcing business is now part of the Securities Processing Solutions segment. Also, as a result of the reporting treatment of the Penson transaction, the financial results discussed today will address continuing operations unless otherwise stated. Now, let’s turn to slide number two and view 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 first quarter of fiscal year 2011, followed by a discussion of a few key topics. Dan Sheldon will then review the first quarter of fiscal year 2011 financial results and the fiscal year 2011 financial guidance in further detail. 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 to next slide number three and I’ll turn the call over to Rich Daly. Rich?

Thanks Rick. Good morning, everyone. This morning as a part of my opening remarks, I’ll talk about the following topics. First, I’ll start with an overview of our financial performance, followed by a review of our closed sales performance and sales pipeline. Then I will provide an update on our key strategic initiatives and then a detailed regulatory update. After Dan provides you more of the financial details on the quarter, the full year and a guidance update, I’ll wrap it up with my closing comments. Let’s start on slide number four. Overall I am satisfied with our first quarter results. All the results were lower than the last year primarily due to the expanded reduction and event driven revenues, expected reductions. Our recurring revenue closed sales were up 94% and as we maintained a recurring revenue retention rate of 98%. The revenue decline was primarily due to lower venture in revenues partially offset by revenues from net new business and acquisitions. You need to keep in mind that due to the seasonal nature of our business, the first quarter is historically the quarter that contributes to the least amount to our annual results and it is way to early to assume, that our event-driven revenues will not rebound to the level it is needed or even beyond that. Diluted earnings per share from continuing operations were down from last year as expected, primarily due to the decline in event-driven revenues coupled with costs related to our strategic initiatives and acquisitions. We acquired NewRiver during the quarter. NewRiver is a leader in mutual fund electronic investors disclosure solutions and was an important supplier to Broadridge for nearly a decade. This acquisition will strengthen our capabilities as the industry leader in compliance communications and intelligent documents fulfillment. NewRiver's data warehouse of…

Thanks Rich. I am now on slide 8, revenue drivers. Rich has already mentioned that historically, Q1 is our lowest revenue in earnings quarter. Having said that for the quarter we were pleased with our net new business growth as contributions from sales and losses are in line with our expectations. We are forecasting as Rich mentioned, a 160 to 215 million in closed sales this year of which a 110 to 150 million relate to recurring sale. Historically, about 25 to 30% of this value has impacted the current year, so most of the 3 to 4% contribution to revenue for the year we are looking for comments from prior year closed sales or another words, sales already closed. With respect to the forecasted loss rate of 1% or more appropriately, the approximately 99% client revenue retention rate, we have not been made aware of any new large client losses at this time, so we expect we will achieve our forecast. Internal growth in Q1 was at the lower end of our expectation. We experienced a pick up from the prior year with respect to all internal growth drivers except equity trade volumes and I will discuss in more detail when reviewing the segment. Event driven revenue, all in domestic communications space were expected to be down in Q1 and I will give more insight when reviewing the ICS segment. Distribution revenues which are primarily postage are directly tied to event-driven activity in the first quarter. Acquisitions this year should contribute over three points of growth and most of it coming from Penson and City Networks in the securities processing space and primarily NewRiver in the investor communication space. FX has been favorable and we are looking forward to continue for the rest of the year. And margins were…

Thanks, Dan. Please turn to slide 12, before we go into the Q&A part of the call, let me summarize and leave you with a few more thoughts on how I feel about where we are and Broadridge's future. The businesses recurring revenues still remains a lagging indicator in this difficult economy, what is charting past to new clients and product opportunities. Across our product set, we have very good momentum, both in new product generation and successful sales execution. For example, we entered into the mutual fund electronic disclosure solution space with the acquisition of NewRiver. We are disrupting the stock transfer agency business with the acquisition of StockTrans and we recently announced an enhanced mutual fund proxy solicitation solution. Finally, even though the market conditions are difficult, we reaffirmed our full-year guidance for both earnings and closed sales. The SEC issued its concept release in July and the comment period has ended. Many have asked what the potential impact is on Broadridge. Notice and access and many other changes have historically had a positive to neutral financial impact on Broadridge. We are uniquely positioned to implement any process changes that the SEC chooses to implement. Today we are an indispensable partners of the process and we intend to continue to add more value in the future. By connecting the overwhelming majority of active investors, the overwhelming majority of active custodians and investing heavily to enable governance to take place beyond what the regulations require. Broadridge has put itself in an indispensable position which we are confident will evolve to the benefit of issuers for investors, regulators and our shareholder. The key broker, issuer and clearing corporation’s comment letters support of this view. Virtually all of our past success and future opportunities can be tied to culture, culture matters. We have tangible proof of having the most engaged associates in our space. We are consistently being recognized by independent organizations of having an engaged and motivated work force. Our existing business model and management are positioned to execute on our current communications and processing product set and build or buy additional mission critical functionality as the industry’s number one trusted partner. Broadridge is financially strong, we pay a meaningful dividend and we have opportunistically repurchased shares over the last two years. We have strong free cash flows and a low debt ratio that affords us the flexibility to look for strategic acquisition opportunities that will enhance our business. I would like to take this opportunity to personally thank our dedicated associates who worked so hard to ensure our success. We have the best associates in the industry and I sincerely appreciate all they do to make Broadridge number one in all we do. I will turn the call over to Suzan the operator and I welcome your questions.

(Operator Instructions). Your first question comes from the line of Peter Heckman with Avondale.

Listen, I guess based on the research that I've done, it's clear that Broadridge is doing a very good job in the proxy process, and I think you come to the conclusion that any major overhaul of the system would involve expense and risk. Now, that said, it appears that the SEC can lower costs for issuers by 20 or 30% with the stroke of a pen though by reducing the regulated fee structure and it's been 10 years since they've done that. In that time, there's been significant advances in automation, as well as a lot of proxies have gone electronic. So what do you see there? What do you see in terms of likelihood of a reduction in the regulated fee structure, and can you give us some idea of the magnitude and the timing of when that might occur?

Sure, first of all Pete this even though from possibly your perspective this is a current dialog. For me this has been a dialog I participated in now for three past decades. So, the first thing you need to recognize here is the stroke of the pen of the SEC changes the broker fees, Broadridge charges the brokerage fee for the vast majority of what we do outside of the brokerage thing, so we charge them a fee for services and that fee for service is less than the SEC’s approved fee, the broker is entitled to retain and does retain that difference, but if the SEC lowers that fee, for the vast majority of what we do, it doesn’t change our fee or our contract. Now that’s a technical legal definition, practically it does have some impact in terms of our negotiations with those clients going forward, but here is the real thing you need to be thinking about. There is no one who can represent that the fees are always stated with any real support. Registered fees run at a multiple of which street fees run. In the free market we charge a multiple of what we charge in the street environment. The New York stock exchange who has the most oversight in this role before it gets to the SEC is paying us call it 10 times in the registered side per account then what they are paying us on the street side and they are doing that voluntarily versus using the services for their transfer region. Now we have been a very good corporate citizen and enabling corporate governance, transparency, efficiency accuracy to get to extraordinarily high levels, but our job here is to represent our shareholders and create shareholder value. When you have three fees…

Can you give us an idea of what the timing might be for when the SEC might come out with some conclusions?

I think the SEC is doing an extraordinarily good job here. They are teaming up the opportunity to apply technology. Before you make any changes, it’s always appropriate to say does what we have today work and work well. So I think they asked all the right questions, I think they have gone to the right process and overall I am very pleased with the comment letter they got back particularly as I pointed out in the call the comment letter that matter the most. So I am hopeful that the SEC is going to view this the way we do that there is a opportunity with the technologies available today to go out and implement these technologies to really create those transformative benefits, I mean the social network where investors can talk to other investors, boards can truly understand what shareholder’s views are and represent shareholders and not be as impacted trying to represent public sentiment, is really what capitalism is about and anything can now transform the benefits, forget our Broadridge. I am talking about to our markets overall. So I am hopeful that SEC will view this as a unique technological opportunity and move faster rather than slower, but history says that these things can move at a wide range of speeds.

Your next question comes from the line of Lee Cooperman with Omega Advisors

Just I want to focus in on share count and the strategy behind the buyback. On July 30, according to SEC filing, you had 126,733,000 shares outstanding and I was wondering what is the share count presently? And you mentioned your authorization, but it wasn't clear to me what is left on your authorization, so that would be the first question. What is exactly the share count presently and maybe add to that the dilutive effect of options outstanding, and what is the status of the current authorization in terms of what is left? The second question really is as important, or more important, and that is the number of companies in the last half a dozen years have made serious miscalculations in their repurchase decisions, and they've turned out to be, in retrospect, bad decisions. And I'm just curious, how comfortable are you in your decision to channel the money we're channeling into repurchase, if this is the right decision for those shareholders like myself that are not selling and therefore, enlarging our ownership of the company? And to give you a little hint and my view in this area, and we've discussed in the past, it only makes sense if you're buying back shares at a significant discount to what a strategic or financial borrower would pay for the whole business, or what you believe the business is worth based upon a, say, five-year budget that you have for Broadridge in your mind in terms of our growth expectations? So it's kind of both areas, if you can kind of elaborate on them.

Okay. Lee, I am going to split the first question with Dan. I may have dropped a word I intended to use so we have 11.8 million additional shares available at this point in time. Yes, I drop the word additional and I apologize for that. I’m going to have Dan come back to share count but let me continue on the second part of your question which is as CEO my confidence in repurchasing, I am going to give you two points here that give me great confidence about Broadridge's future and our ability to create value or support, your question with two points. The first is when we look at what we did with IBM? What we do with Penson? What we do with Morgan Stanley? We make clear decisions to make investments today that although they are either hurting us today or not contributing today. They are going to start to give us meaningful benefit in 2012 and beyond. All right? I also believe at some point in time although our lagging indicator, we are going to catch up with a better economy, but most importantly when most of you have modeled out 2012 and beyond, it’s certainly a positive view based on what we know today. I will tell you another thing, Lee because you and I have had this conversation, when I look at the potential of acquisitions whether be tuck in or other, if the team comes to me with a I will call it a nice modest return of 15%, my comment here is not interested, I will go buyback shares because I am confident on our ability, on the path we are on to great value. I look at transactions going forward as a way to accelerate that, not just as a same old same old. So when we repurchase shares, we believe we are doing the right thing in the long-term interest of our shareholders as you know which I happen to be one and as you know I haven’t sold any shares,

Now back to the videotape. Dan, what have you got?

Yes so at then end of the quarter we will be at a [125.5] million shares and then there’s 3 million shares what we call the delusion aspect, stock options and restricted share.

So unless you guys stop buying, you’re already, within your guidance, you've got 11.8 million left to go.

Yes, that’s pretty much way to look at it. So let’s just say we are about a million to 2 million short of our goals because if you look at the 128 to 130, you have to know that also in February and March of every single year, we have more shares that come out.

You may not want to respond to this, but if the stock was trading tomorrow at below the average price you paid and somebody wanted to sell you 11.8 million shares, do you have the financial resources and the appetite to buy it?

As I have told you in the past, I am not going to tell you what the price is.

You told me the price. You disclosed what your price you've paid to date

I told this and I am not going to tell you what I am going to do with it as well. I certainly don’t want to enable anyone to have front runners. Okay. So my position is on what we do, we give you a clear view of what we did, why we did it and why we believe it was the right thing and I am going to leave it at that.

Your next question comes from line of Jim Kissane with Bank of America Merrill Lynch.

Dan, just a quick question on the event-driven and kind of pushing you on your visibility there, so the 220 to 230 million, how much of that is actually dependent on M&A activity picking up in the balance of the year because it sounds like you've got pretty good visibility on the mutual fund side.

Yes on the mutual fund side, I will tell you that on the M&A side there is another 22, to go is another 15 to $20 million. We are thinking that there is going to be 20 to $25 million for the year. And we came in at about $4 million this last quarter.

Okay. And if you go to Slide 22, it looks like the grow-over in the first quarter was bigger than you had originally thought. What happened there? And I am the first to admit that I missed it in the last slide for the fourth quarter.

Yes, the way to think about that is where you see we call it the mutual fund, in the mutual fund space it was greater than what we had thought.

Okay. So it was activity from last year or was it activity that didn't come through this year?

It’s activity that did not come through this year because we already knew what we are going to pick up and what we are going to pick from the prior year primarily was going to head us in the second quarter and we knew that was going to be light anyway in the first quarter and it came in lighter than what we have said as we’ll use it, as we have said we have a low point and a high point, we are hoping it would come in the middle and it came in at the low point.

Jim, this is Rich. Having done this for a long, long time, the windows that we get to see how far out event-driven is going to happen, is only about 60 days. So I have been a hero and I am going to go at anytime in my career over the event driven activity, but as I have said and it’s worth repeating here, I really like even-driven activity because it’s a very good CAGR over any period time, it’s just in particular quarter, you can feel really, really good or really, really bad but it really isn’t tied to the performance of the business. Mutual fund positions for the record also still continuing to grow and it’s slightly above 10%, so my confidence in event-driven revenue and that CAGR continuing as we go forward is very high, I just can’t tell you in which specific quarter

And Rich, can you touch on the M&A pipeline, and I guess is 15% the hurdle rate that you've got to generated? And in that context how does the pipeline look?

I will give two views here Jim, there are certain deals that we do that are so strategic, that it’s the 15% is a good number, but you should view them as being pretty small. I will call it at the smaller end of a tuck-in. If we are talking about spending, at the higher end of the tuck in or even a little beyond that, I am not accepting 15% of buyback shares. It’s about accelerated revenue not just a little bit above what we have the ability to do.

When we are looking at larger deal, we call these larger tuck-ins, we would absolutely be looking for also besides the higher hurdle rate, if you are looking for accretion.

(Operator Instructions) your next question comes from the line of David Togut with Evercore Partners.

Rich, what do you expect the SEC's final recommendation to be?

I am going to answer that slightly differently because I have received call making me a commissioner as of this moment. The opportunity for the SEC to apply technology and address so many things that in realty the 143 new regulations don’t address, in terms of transparency is extraordinary. Think about what technology happens here in terms of the world we live in, we think about the way we get information, think about the way we disseminate information, the SEC has the opportunity to provide this to investors and in particularly around the social network, this would be the only meaningful network I am aware off, where only shareholders would be on and when you are speaking to another shareholder on the network whether it be investor-to-investor, management-to-investor or board-to-investor, okay? You would be doing it highly confident that you were talking to a joint investor. So we can achieve and also show network well we can achieve for our kids when they think that’s working to another 13 year old and could be talking to someone who isn’t 13 year old. So I think the opportunity is here, I am hopeful that the SEC will view it in the same way and I am very, very encourage by the way they positioned their concept release

What is your sense for the retail investors and when do you think the retail investor comes back to the market?

We had a few moments of encouragement over the last six months, the (inaudible) crash killed the first one and subsequent to that there’s been points here as well. I always say that’s a question I am thinking, that in your job you have got better insight to than I have in my job. I do talk to lots of clients, what I am encouraged by is that they are talking about all the products all right more actively, than involve communication products and processing capabilities as well 401-ks, annuities, et cetera, et cetera. So to think about this, this has been a really bad environment and more than 98% plus retention rate on a recurring revenue. When I said at the end, that was still a lagging indicator what we are not getting is a normal couple of point benefit from our recurring revenue, but we are certainly retaining our recurring revenue. I think we are well positioned and at some point in time, the markets have to come back unless people are going to be investing it with some 1% and putting case through college, saving retirement and buying houses.

Your next question comes from the line of Tien-Tsin Huang with JPMorgan.

Thanks a lot. Also appreciate all the disclosure. Just on the event-driven revenues, just a follow-up to Jim's question, just need a little more color on the pipeline it sounds like, there are some large mutual fund deals in the pipeline. So I'm curious, should we expect those decisions to be made sooner in the fiscal year rather than later? I'm just trying to get a better sense of when that might come through?

When you think about what's left in the year and I am breaking both between the mutual funds and the overall event driven. We got to generate about on the total event another $100 million to $190 million to hit our goals for the guidance we give. By the way and this excludes last year's huge large two deals. We have average between a $180 million and $190 million in one year and that was back in 2009, did we see it as we are dropped of $20 million from that number. So that’s the worst we have ever seen. Going back to the mutual funds, what I would say to you is that I would expect we will start hearing some news in the second quarter and it will carry into the third and fourth quarter. So I look into the second quarter and say do I hope it's up a little bit we are tracking, we know some deals that are in there. But I think its going to be more heavily awaited for, when we get back together in February and talk we have a much clear idea as far as what ideals were out there, and what actually got closed because the thing we have to remember to it and again I want to come across positively. We hear a lot of noise out there and talk and people will then say I am going for with it or they may say I am going to put it on hold. For them to come in just stated last year in the second quarter I would say well we decided to ask all of our funds versus just a few day might have been discussed. What I will tell you is that’s not been in the pipeline and that’s why we pulled it out of this year's guidance anywhere near the high shares that we talked about last year. Okay or the other one time large deal. Once we are thinking we talked about larger deals are somewhere between $1 million to $2 million in revenue.

And then there are two Dan I completely agree with everything you said and even though here at my level at the sales level, the sales commissioned level you are never comfortable and so its behind you historically because of all the funds out there, it was only about a third of the firms that will participate at any point in time but beyond that there are two additional hedges which really should give you long-term comfort, just not any particular quarter comfort, the two hedges are that the number of position is growing, so when the job does happen, it should be up 11% just from last year of the same job at the same time. The other piece is one of the key product initiatives that I mentioned, is that we have a new mutual fund solicitation product which is a proxy predictor model where we have a very small percentage of mutual funds solicitation, we think we will enhance our revenues significantly from that because we have a value proposition to the market place which will get them to climb faster, less anxiety than they have today and it’s really in the Broadridge model which is supplying technology to make the process that much more efficient, so again on a quarter-to-quarter basis until in any given year, over the goal line, we are all going to have some degree of anxiety. When you step back and look at the business fundamentals, it’s really something that should be growing and consistently growing over any period of time

Understood, understood. The SEC stuff obviously, a lot of questions have been asked already. I guess I'll just ask just the social network solution. I'm curious, what are the regulators, what is their response to this product? I mean, it seems like it cures a lot of the issues that are out there that some folks have, so I know you talked about it at length, but what is their response to it?

I have actually had conversations directly and I was just going through my mind, I am relatively certain with every commissioner and of course Mary, the chair, Mary Shapiro. When you grow out something like that is always, this could be transformative but like any change or things that you say well gee maybe this could create too much dialog, may be this would allow an appropriate dialog, right? I believe that the upside is overwhelming and that through technology we can manage any of the concerns that have been raised to us. But the real benefit Tien-Tsin, is by taking out a billion dollars is great, and it could lead and certainly we get us closer to taking out the next billion. But if you think about the overall markets a $1 billion versus over the trillions of investments out there is not the meaningful thing. The meaningful thing here is everybody talks about the last financial crisis, the financial crisis before that, so Sarbanes-Oxley the 143 new regulation and they always talk about transparency. Where is the transparency in any of that? Its regulation, okay. this would create transparency that would be available to shareholders that would be available to management and will be available to boards. So think about if something goes wrong in the world today, how quickly the world knows. Or something goes right or wrong today? How quickly the world knows through social networking technologies, twitter et cetera. We are applying the same technology except if someone made the statement you make it only of the shareholder and if you made a statement we would know who you are and you would be accountable and if you made a deliberate false and misleading statement, you would be held accountable. That is so far beyond another network out there. So as you know I am very pumped about this. I will say I put this is in the win not just category because the benefits are so overwhelming and the world is already here, we are just trying to get corporate communications at the level with the rest of world already winter.

(Operator Instructions) Your next question comes from the line of Justin Hughes with Philadelphia Financial

Good morning. I think we've touched on this a little bit, but I just wanted to follow up on last quarter, you guys were pointing to $0.33 of grow-overs and then this quarter, you're pointing to 39. Why has that increased? And then second of all, you've maintained guidance. So I just want to understand what's making up that $0.06 difference? Is it the buyback or is it that the pipeline has improved in the last three months?

I will give you the answer the first one, just the first quarter it is, the lower number is primarily due to lower than what we said or thought was going to happen in August, okay primarily event-driven, that’s what’s driving the difference, when we say why aren’t we changing our guidance, we will give you two pieces there, one is it is a bit to do with the share buyback, but very little. Most of it has to do, you heard us talk about NewRiver acquisition. Well I also mentioned that NewRiver is accretive. So therefore that helped pick up some of our business there as well very importantly as with most companies you go in there and you look and you say, okay, we can fix some risk, even take some of your expenses and maybe some of your expenses that you wanted to do, but you are not going to do, so we pulled those back in the remaining three quarters. That’s how we are still holding to the guidance. And very importantly we are still looking at this and saying an event-driven, we believe we will still pick up in the remaining three quarters, a 160 to 180 million in revenue, which historically has been there. And of course it's also the relative size of the first quarter versus Broadridge.

Okay. So it's $60 million to $80 million of event-driven revenue in the last three quarters of the year that you didn't have before and that's what's going to offset it?

Actually you are right. What I am saying is if you look at history, we generated a $160 million to $180 million or $180 million to $190 million. So therefore we are saying we think that’s going to repeat itself and therefore not really higher than the prior year. If it's higher than Q1, the answer is yes.

Okay. And then my last question is a lot of us have seen the results out of Penson recently and especially last quarter. If Penson were to sell, let's just say they were acquired by a larger competitor, then what happens with your contract and your relationship with them?

While we would expect very little since we have a 10 year contract. And the contract recognizes the importance of the relationship between Penson and us and the acquirer would be in a position where they would need to address a majority of the aspect of the contract.

So they'd have to buy you out of it. There's no change in control provision in the contract?

That’s right.

(Operator Instructions) you have a follow-up question from the line of Peter Heckman with Avondale.

Hi, thanks for taking another question. I'm going to have to do some work here on these grow-overs. It's a little bit confusing. Just from a guidance perspective in the second quarter, the consensus is currently $0.19. Is that kind of within a range of what you are comfortable with?

What I am saying is the way to look at this is to say that we said in the first half that we aren’t going to see much growth and you had to back out then what we showed on the grow-overs. So that’s how I would answer that question.

So last year, you did 30. Well, I'll have to, so you're basically thinking whatever you did last year, take out $0.23 and that's where we should be?

And we will be plus or minus to that depending upon whether we see a pick up or somewhat of a slowdown. That’s the right way to look at it.

At this time we have no further questions. I will now turn the call back to Mr. Rich Daly.

We certainly thank you for all your questions. Dan, Rick and I expect and look forward to seeing you in the future. I am going to encourage you all to choose to have a good day. Although at the Lake Success will be a good day, but a wet and cold one. Thanks so much.

This concludes today’s Broadridge Financial Solutions Incorporated first quarter fiscal year 2011 earnings conference call. Thank you for your participation. You may now disconnect.