Good morning my name is [Shyra] and I will be your conference facilitator. At this time I would like to welcome everyone to the Broadridge Financial Solutions Fourth Quarter and Fiscal 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 fourth quarter and fiscal year 2011. This morning I’m here with Rich Daly, Chief Executive Officer of Broadridge and Dan Sheldon, Chief Financial Officer of Broadridge. I’m sure by now everyone has had the opportunity to review the earnings release we issued. The news release and slide presentation that accompanies today’s earnings call and webcast can be found on the Investor Relations homepage of our website at broadridge.com. During today’s conference call, we’ll discuss some forward-looking statements regarding Broadridge that involve risk. These risks are summarized here on Slide number 1 and we encourage participants to refer to our SEC filings, including our Annual Report on Form 10-K for a complete discussion of forward-looking statements and the 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 that 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. As previously disclosed we entered into an information technology services agreement with IBM in March 2010, under which IBM will provide us with data center services. Beginning with this earnings announcement we will include our results reported on a non-GAAP basis which excludes the impact of the cost related to our data center migration to IBM. These costs are significant and we believe this information helps investors understand the effect of their migration on our reported results. Now, let’s turn to Slide number 2 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 fourth quarter and fiscal year 2011, followed by a discussion of a few key topics. Dan Sheldon will then review the fourth quarter and fiscal year 2011 financial results and the fiscal year 2012 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 Slide number 3 and I’ll turn the call over to Rich Daly. Rich?

Thanks Rich. Good morning everyone. This morning as part of my opening remarks I will talk about the following topics. First, I’ll start with an overview of our fiscal year 2011 financial highlights. Then I will discuss our fiscal year 2012 guidance, followed by a review of our closed sales performance. And then an acquisition update before I turn it over to Dan. After Dan provides you more of the financial and guidance detail, I’ll wrap it up with my closing comments during which I will highlight many of initiatives that give us confidence to create shareholder value beyond this year into fiscal year 2013 and beyond. Let’s start of Slide 4, our fiscal year 2011 financial highlights. Overall I’m satisfied with our fourth quarter financial results, but disappointed with the full-year results because of previously discussed decline in event-driven revenue from the unprecedented high volume levels in fiscal year 2010 to their start low volume level in fiscal year 2011. The decline in event-driven drove an overall decline of 2% in total revenue despite all other revenue drivers having headed in the right direction. Recurring revenues were up 13% as a result of our successful acquisition depends on outsourcing services conversion, strong recurring revenue closed sales result and internal growth. Long-term recurring revenue and related recurring revenue sales will be the primary component of creating long-term shareholder value. Event-driven revenue in fiscal year 2010 offset the weak economic environment by adding a benefit of approximately $0.18 per share more than we have planned. In fiscal year 2011, the lower than anticipated even-driven revenues and related distribution revenue cost us approximately $0.25 per share versus what we planned. Even though last year was our lowest activity ever, we are not planning for an increase in fiscal year 2012. When event-driven…

Thanks Rick. I’m on Slide 8. In our earnings release we disclosed we are finalizing our estimates of the total cost we will incur in connection with the migration to IBM and expect those estimates to be finalized during Q1 of this fiscal year. And we still expect the completion of the migration off of ADP and onto IBM by around the end of June 2012. We believe our annual savings will still be around 25 million pre-tax and that these savings will start during fiscal year ’13. Our total migration costs are now estimated to be 95 million. The first two bullets addressed what we have discussed before as far as migration, P&L period expenses and capital expenditures to be deferred and amortized over the life of the 10 year service agreement. Now that we are almost done with the migration planning, we believe that 85 million is about where we should end up versus our previous estimates of around 75 million. The approximately 10 million pulled forward is result of our receiving and reviewing our final accounting treatment for all migration cost with the SEC on a pre-clear basis and it determined that there are certain migration activity being performed by IBM that needed to be expensed up front versus part of a 10 year service agreement. As we mentioned in the earnings release the one-time migration cost are large, and we are still finalizing it. At this time the fiscal year ’11 P&L results were impacted by $0.03 per share or approximately 6 million pre-tax, and the fiscal year ’12 P&L impact will be approximately $0.16 per share or 33 million pre-tax. Slide 19, 20 and 24 in this deck provides the reconciliation from GAAP to non-GAAP for these migration cost impact to our earnings for both…

Thanks, Dan. There is no question Page 13 is my favorite page. Please turn to Page 14 for my summary wrap up. Fiscal year 2011 results are not reflective of a value creation progress that has transpired over the last two years. Event-driven revenues were down meaningfully and masked our strong recurring revenue growth. Our recurring revenue closed sales were strong, the second highest in our history, and our client revenue retention rate continues to be excellent. These are some of the reasons why I’m so confident about Broadridge’s future. We have never had better recognition of the importance of what we do and the value we provide to the proxy process by the New York Stock Exchange and the SEC. It’s recently been clearly established that the free market for proxy fees is more than double what the New York Stock Exchange, SEC regulated proxy rates are. This is a significant recognition accomplishment for Broadridge. We have made three very successful acquisitions during the fiscal year. They contributed to our revenue growth and we anticipate that they will contribute to meaningful revenue growth and earnings in fiscal year 2012 and beyond. We continue to make excellent progress on our key initiatives. The Morgan Stanley Smith Barney transaction contributed to revenue growth and earnings improvement in fiscal year 2011. We made significant progress in the implementation of the Penson outsourcing agreement, and we anticipate that we’ll be fully converted in the second quarter of our fiscal year. Finally, we are beginning the implementation of our conversion to the IBM data center. We plan to be fully converted around June 30, 2012. I’m confident about our future. Since the spin, we’ve consistently been looking at our business model and pruning and changing underperforming businesses with the view that it is all…

(Operator Instructions) Your first question comes from David Togut with Evercore.

If I’m reading it right, it looks like SPS hit the high end of your recurring revenues, new sales guidance for the year and ICS fell below. If that’s correct, if you could just walk through some of the dynamics of the new bookings to give us some insights into end market demand?

On the SPS side it was our strongest year ever. We had a number of large transactions. We had a number of outsourcing transactions. We feel very good about the pipeline. We feel very good about the value proposition. I think it would be of interest to read the Schwab press release on July 13th. We live in a global world. North American investors need to invest globally and Broadridge is fairly unique in our ability to provide that offering to the market. So on the SPS side, I tell you that we feel good about last year and the opportunities we are looking at. At the ICS side, we did anticipate doing a one larger transaction, reporting transaction, which we still are going to be in discussions with, but it didn’t take place. The processing deals are at higher incremental margin and that’s why overall, even though it was our second highest year in recurring revenue sale, as Dan and I saw through the numbers, it was probably the highest year in margin and earnings contribution capabilities that we had and we look forward to 2012, and we look forward to staying focused in giving you a clearer view, Dave, on the recurring piece, because that’s the part that’s going to create the long-term value as we go forward.

Okay. Just as a quick follow-up for Dan. If you fully allocate the IBM migration cost in fiscal ‘12, how will the expenses be allocated on an EBIT basis between ICS and SPS?

We’re still going through that piece of it. So I would say we will get back to you at the end of Q1, so I’d say stay tuned. Okay, obviously, we would think that a lot of the savings would go into the SPS business.

There is no question about it, but there is also no question that both businesses leverage that infrastructure more efficiently together and dramatically more efficiently together than they could possibly ever do it separately. The key is, if you look at the processing peaks that the communications business needs and things like (inaudible) versus the processing peaks that the processing business requires in market openings and the trade settlement activity, those peaks are very different and enable us to leverage our scale far better.

Your next question comes from James Kissane with Bank of America/Merrill Lynch. James Kissane - Bank of America/Merrill Lynch: Rich, does the guidance for closed sales in fiscal ‘12, I assume that it excludes mega deals like I think the $22 million deal that you signed in fiscal ‘11. I'm just trying to get sense are there deals like that in the pipeline that you can potentially hit over the next, say, 12 to 18 months?

We would anticipate in that range of 110 to 150. So, that gives you a mid point here of 130. Now 130 would be a record year and that would include large transactions. We’re probably anticipating greater than 25, it could be a range of 35 to 50 in there, but we’re happy with the dialogs we’re having right now in the marketplace, Jim. James Kissane - Bank of America/Merrill Lynch : Are there 20 million plus type deals in the pipeline?

There are. James Kissane - Bank of America/Merrill Lynch : Okay.

They have been for a long time. But what we do internally, and I’m not going to go into this level of detail of where the pipeline is, but we go through on a very regular basis at least monthly, all right and I go through that more on a personal basis and we rate the likelihood of deals, okay, by the size of deal. So, the probability of where we are in the sales cycle and what the hurdles are between where we are in closing. So, we feel good about the range of the 110 to the 150 and we feel good about the contributions that we’ll make to ‘13 and beyond.

Yes, Jim let me just add on to that because you and others have asked us the question that says can you help us understand better how you come up with your 110 to 150. So, just to put it in perspective, this year as in prior years about $65 million came from less than $5 million deals and you’ve heard us talk before about $5 million in greater deals on what we’ve called the (inaudible) and that was $45 million this year, that’s how you get to just over the 110. When you’re looking forward and as we look forward, we also know the acquisitions should be incremental of that; we also have some newer products. So, when I talk about the 65 of the 5 you should be thinking much more in a range of 75 to 100 which as I mentioned acquisitions in new products, then add on top of that for your low end around 35 million and your high end 50 million for deals greater than 5. I don't want you to think that there are all $20 million deals; they are greater than $5 million deals. And again, historically, we had averaged 25 and in the last two years 45 to 55. I think that puts it in perspective. James Kissane - Bank of America/Merrill Lynch : And then (inaudible) in your slides you indicated that Access Data and City Networks are sort of running a little bit behind plan. Obviously, the Schwab deal bring us lots of potential but just trying to get a sense to-date what have been some of the challenges, especially given that you’ve stepped up the acquisition activity over the past couple of years? Thanks.

In both of those transactions Jim, I’m very pleased we have these properties. I think we are the right owners. I think they meets the four criteria I laid out during the call. I expect both of those transactions that are going to add meaningfully. So, Access Data running behind without Schwab, my tone will be very different. Access Data running slightly behind on its numbers, but we’re now building relationship from the 30 fund families, funds that Access Data dealt with when we acquired them to 600 now really provides us very, very meaningful opportunity. I almost feel the same way I thought about proxy in the early days. Once we prove the people that something is so much better, we really have significant opportunity. City Networks gives us a reconciliation capability, both in the U.S. and Europe, which we didn’t have before. Reconciliations is a big business. Reconciliations is a big activity, particularly for the BPO activity. So, when you take our BPO capabilities and having that application capability, I feel good about the dialog, the sales force momentum on that. It wasn’t that big of a transaction. That’s an easy transaction for us to get a very good return on given the small size that it was. So, that one I’m putting into what I hope is going to be lay-up category.

(Operator Instructions) Your next question comes from Tien-tsin Huang with JP Morgan.

I just wanted to ask if your fiscal ‘12 guidance changed at all internally since the Investor Day in response to all the weak market activity we’ve seen, and aside from the change in the IBM cost that you talked about there, Dan?

Really, our guidance hasn’t changed because when we gave you the range of 6 to 9, at the lower end we weren’t counting on a lot coming from the internal growth, call it, like a point.

Okay. Good to know. And then just a correlation of event-driven revenue with the direction of the stock market. I think flat, seems conservative for sure. I think this is the right thing to put in the guidance, but I’m curious, could it move lower given weaker markets resetting lower recently and this bad social mood that everyone has now with interesting. I'm just curious if that’s still on the table as a risk.

There’re two things that drive event-driven revenue, business opportunity and then regulatory need. The business opportunity is something that people can manage more than they can manage the regulatory need. So, we had a study done beyond all the work we’ve done this year to really get behind what drove all the prior transactions and what’s going on in the marketplace. There is an economic desire to minimize cost by the industry, given the challenges that the mutual fund industry is having. There is not a secular change in the reasons that are driving the need to go out in the market. And I have a lot of history just going back well over two decades. Historically, we have never been right on the turns up or down, all right, but this is the lowest activity levels we have ever forecasted. We’ve never had activity levels below where we are right now. So, although it’s possible that it could go even lower, when you’re dealing with low double-digits of activity versus historical norms, call it, in the low 20s, all right. In ‘10 we were almost at 50% of activity of all the possible positions. There is a heck of a lot more upside here than there is downside. I would put the downside into a normal manageable event and I would put the upside into it could be very meaningful, but we don’t want to be planning on it. We can get to the value creation that we need to get to by managing this through ‘12 and just looking for normal activity when we get to ‘13.

Understood. That’s helpful. I mean, your historical perspective is always more valuable than my view. Just the last one, just sounds like acquisitions, we shouldn’t expect as much this year versus last year. So, should we assume then, I know it’s not in your guidance, should we assume more in the way of share repurchases?

When I laid out the use of our shareholders’ cash, I was very, very focused and pointing out again dividends and expressing to the market our confidence and our strong cash flows and then our very strong future. We believe raising the dividend and our Board believes raising the dividend was the right thing to do. I wanted to clearly signal, so you read it exactly right that you should not expect the same level of acquisition activity this year as last year. One, we don’t believe that we will be as fortunate in the properties, and two, we have a lot going on here and I want to be very, very careful about execution. Three, in terms of the buybacks, I mean this recent market activity is recent for all of us and we got to the share count that we believe those are right share count and that we signal to you last year. We’re not providing any signaling in that regard at this point and we’re certainly going to look very carefully what’s going on in these markets and what’s in the best interest of our shareholders.

Yes, Rich the only thing I’d like to add on to that is our debt levels are very important to us as well. We talked about investment grade. Right now, we’re sitting at 1.9 to 1 and our limit is 2. We’re very aware of what we’re allowed to do. So, when you think back a year ago, we had well over $400 million of cash and significantly below the 2 to 1, we’ll call it, debt-to-EBITDA ratio. Sitting right now, I just shared with you 1.9 is level of debt and we’ve got about $240 million plus of cash on the balance sheet.

Yes, Dan, you’re absolutely right and that’s why Tien-tsin when you go to that section where I talked about the use of cash I emphasized maintaining an investment grade is not emotional thing for us. These large transactions that we’re talking with large clients about right now without question the dialog in their organizations, by the way including yours Tien-tsin comes up that if they’re going to rely on us for mission critical services, they want to have a high level of confidence and our ability to perform throughout all markets.

Your next question comes from Chris Donat with Sandler O'Neill.

Just one quick one on Penson. They announced the extension of the relationship with you from 11 to 15 years. Does that have any implications for you from a revenue or earnings perspective or how does the accounting work on that?

No, we’re extending the contract isn’t going to do anything with any kind of amortization, etcetera. So, the point of the matter is what we’re looking for that is it's a longer term deal as well as new opportunities we talked about that Rich will speak to that they mentioned on their call.

Yes, I put what we’re doing with Penson right now. They announced a letter of intent to expand their relationship with us. The size and services that we’re talking about here, particularly in the BPO side are very routine for us. We’re in what I’d call the normal GAAP analysis we go through to finalize terms and this is I would put it into the category of business as usual and it's not dissimilar to the conversions that we’re having with many of our other existing clients looking at expanding services of BPO opportunities. We don’t, at Broadridge, announce letters of intent until we have a signed deal, final deal finalized. I would expect us to be able to finalize this over the next 30, 60 days or so.

Then just one follow-up to that. In your sales process is that one you went to them and said, we can do more for you or do you always do that? Or did they say, hey, what else can you do for us?

I will go anywhere anytime to explain to a client that we can do more for them. That’s SOP for us for sure.

(Operator Instructions) Your next question comes from Peter Heckmann with Avondale Partners.

With regard to the Penson conversion, I guess what we’re looking at now is November-December rather than more of a July-August final conversion. Can you talk about what’s taking a little bit longer as well as doing that some of your guidance for fiscal 2012 contemplates that the BPO outsourcing business will be running losses for a relatively larger part of the year and won’t be kind of getting towards that breakeven that you want to get towards when you fully implemented the $55 million from Penson. Is that correct?

It is correct. Let me give you some context, Peter, because there were two phases to Penson; phase one was the business which we sold them, which is on our outsourcing platform right now, okay, and that’s a little over 20 million. Then phase two there was Canada and the U.S. pieces. Canada was probably about 40% about that call it 12, 13 million, that’s done, all right. Then the remaining U.S. piece is a little more than 15 million or so, and that’s the part that is going to be taking place in the second quarter. So, a lot has transpired. We with Penson and one of their clients who is converting off their platform, okay, which was announced deal, everyone is aware of it. They had a strong need to do that. There were economic considerations between the three of us to allow that to happen. So, we delayed our conversion slightly to allow that conversion to take place prior to our final piece happening. We made a lot of progress and we expect the rest of the progress to go, I’ll call it fairly routinely, which is there is always challenges. But as I even pointed out in the script and in other place, execution is what we do. We’re very good at it. It’s our culture and I feel confident in our ability to end this transaction as planned in the second quarter.

Dan, you went through it pretty quickly, and I was trying to catch up. The difference between the IBM costs and their timing, and whether they would be expensed or capitalized as you described it at the June Analyst Day versus now, what was the change there? It sounds like some costs were pulled forward and some that were planned to be capitalized are going to be expensed, is that correct?

Yes. So if you’d looked at the two first bullets where we said it’s now 85 million for what we normally would have thought about expensing capital, which we said before was going to be like 75. That’s just us refining our estimates. It’s that next piece where we talked about the fact that said in our contracts with IBM starting a year from now, we were going to pay them every single year approximately 2 million for what they called transition fees. The SEC as well as our auditors worked with us and said you know what, you’re going to have to take a part of that and absolutely recognize those expenses in that $10 million that we said was a bit of a surprise, but, you know what, we did everything at a time instead of doing it just it’s a big deal and we’re just going to book it the way we think it was, we actually (inaudible) sought out advice on that. So that’s the only difference is the 10 million.

It’s not 10 plus 10, it’s 10 million in total?

Yes, it’s $10 million for that piece that we call pull forward and I’m just sharing with everybody we use to tell you 75 million for capital and expenses, that’s now 85. So the real answer is, it’s 10 and 10 is 20.

Right, and that 10 it’s not a cash cost in ‘12. It will be paid out over a period of years?

Yes. That’s exactly the right way to look at.

Now, Peter, when we get to ‘13, it’s in essence exactly the same with slightly less amortization because of some of the expense we’re having upfront here.

(Operator Instructions) Your next question comes from Peter Dale with Omega.

Gentlemen, listen, it’s a follow-up along Tien-tsin’s question, which is if I look at your free cash flow and it’s about share buyback again, if I look at the midpoint of the free cash flow number of sort of 225 million and then I look at dividend payment of about roughly 80 million, I guess what I’m trying to get at here, gentlemen, is how much cash you need to run the business, which then might be available or what’s left over to buy stock in the open market and share repurchase? Can you help me with some guidance there?

Yes, Peter, it's Dan first and then I’m going to turn it over to Rich. On Slide 21, what we’ve tried to do is share with everyone, okay, what our cash flow and you have it write-down, is you’ve got the midpoint of 225, you’ve got about $80 million let’s call it for the dividends, okay, and that leaves the remainder, I mean we’ve always said around we have to always maintain $100 million. That’s what we've always said, because part of that is locked up in capital in our what we call the ridge business still as well as foreign cash that unless we use the cash outside of the United States, which you can’t use to buy back shares because you will get a tax impact on that. So, we’ll be thinking that that’s why we’ve always said 100 million.

Your next question comes from Stephan McAteer with Pike Place Capital.

All my questions were asked. Thank you.

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

Well, as always, we want to thank you for your participation. Dan, Rick and I do look forward to meeting with you in the near future, and certainly in times like this, we all need to choose to have a great day. Thanks so much.

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