For the three months ended December 31, 2010, the Company reported revenues of $442 million, net earnings from continuing operations of $11 million and diluted earnings per share from continuing operations of $0.08. This compares with revenues of $530 million, net earnings from continuing operations of $52 million and diluted earnings per share from continuing operations of $0.37 for the same period last fiscal year.

Commenting on the results, Richard J. Daly, Chief Executive Officer, said, "The second quarter operating results are disappointing as a result of the unprecedented cyclical decline in mutual fund event-driven revenues. Our core business remains strong and has performed within expected ranges. Clear indicators of our core strength are our 99% client revenue retention rate and our core recurring revenues that are performing within our forecasted ranges as we now are seeing consistent signs that the financial market segments we serve have finally stabilized. In addition, the free cash flow from our core business is occurring as expected and during the quarter we signed the largest new Securities Processing Solutions client contract in our history."

Mr. Daly added, "Event-driven revenues are cyclical in nature and are difficult to predict. During the last six years, they have ranged from a low of approximately $160 million (largely driven by 22% of the total positions of mutual funds being solicited to vote via proxy) in fiscal year 2005 to a high of our record $292 million (50% of positions) last year. For fiscal year 2011, we forecasted that event-driven mutual fund revenues would decline approximately $75 million (to 24% of positions) from our record fiscal year 2010 results. Six months into our fiscal year we have no clear indication from our mutual fund clients of any imminent rebound; accordingly, we are lowering our full year forecast to $175 million (11% of positions). However, based on our client interactions and expertise, we do not believe there has been a secular change in the causes of mutual fund proxy campaigns which are the main drivers of our event-driven revenues."

Mr. Daly continued, "Due to the event-driven revenue shortfall plus a $0.05 one-time charge that will result in future efficiencies, we are reducing our fully diluted earnings per share from continuing operations guidance from a range of $1.55 to $1.65 to a range of $1.30 to $1.40. To be clear, this year's unprecedented cyclical decline in event-driven activity should be considered a disappointing one-time event that we believe will not affect our long-term value creation goals as all of our key initiatives are on track to deliver the expected earnings growth. Due to the seasonality of our equity proxy business, the financial results for the second half of our fiscal year will be significantly greater than the financial results for the first half of our fiscal year."

Financial Results for Second Quarter Fiscal Year 2011

For the second quarter of fiscal year 2011, revenues from continuing operations decreased 16% to $442 million, compared to $530 million for the comparable period last year. The results were driven primarily by lower event-driven mutual fund proxy fee revenues and related distribution revenues, partially offset by a positive contribution from recurring revenues from acquisitions, the Penson transaction and sales less losses ("Net New Business"). Pre-tax margin from continuing operations of 3.7% decreased compared to 12.9% for the same period last year as a result of the decline in revenues.

Net earnings from continuing operations of $11 million decreased 79% compared to $52 million for the same period last year, primarily due to lower revenues and a higher effective tax rate (due to a one-time tax benefit in the last fiscal year). Diluted earnings per share from continuing operations decreased to $0.08 per share on lower weighted-average shares outstanding, compared to $0.37 per share in the second quarter of fiscal year 2010. Closed sales of $48 million for the quarter were 17% less than the results of last year's comparable quarter. Excluding the two largest transactions from our closed sales results, the large Securities Processing Solutions closed sale from this quarter's results and the Morgan Stanley Smith Barney ("MSSB") closed sale from the second quarter of fiscal year 2010, recurring revenue closed sales were basically flat for the quarter compared to last year's second quarter.

Analysis of Second Quarter Fiscal Year 2011

Investor Communication Solutions

Revenues for the Investor Communication Solutions segment in the second quarter of fiscal year 2011 decreased 25% to $294 million compared to the second quarter of fiscal year 2010. The decrease was driven primarily by lower event-driven mutual fund activity and the related distribution revenues, partially offset by a positive contribution from recurring revenues from Net New Business and acquisitions. Operating margin decreased by 12.0 percentage points to 0.9% as a result of lower event-driven fee revenues, coupled with costs related to strategic initiatives and increased investment spend on acquisitions.

Securities Processing Solutions

Revenues for the Securities Processing Solutions segment in the second quarter of fiscal year 2011 increased 9% to $146 million compared to the second quarter of fiscal year 2010. Excluding the Penson transaction and the City Networks, Ltd acquisition, revenues and operating margins were essentially unchanged for the second quarter of fiscal year 2011, compared to the second quarter of fiscal year 2010. Operating margin decreased, as expected, 4.3 percentage points to 13.2%.

Financial Results for Year-to-Date Fiscal Year 2011

For the six months ended December 31, 2010, revenues from continuing operations declined by 11% to $864 million, compared to $968 million for the comparable period last year. The results were driven primarily by lower event-driven mutual fund proxy fee revenues and related distribution revenues, partially offset by a positive contribution from recurring revenues from acquisitions, the Penson transaction and Net New Business. Pre-tax margins from continuing operations of 4.3% declined compared to 11.5% for the same period last year as a result of the decline in revenues.

Net earnings from continuing operations of $24 million decreased 69% compared to $78 million for the same period last year, primarily due to lower revenues and a higher effective tax rate (due to a one-time tax benefit in the last fiscal year). Diluted earnings per share from continuing operations decreased to $0.18 per share on lower weighted-average shares outstanding, compared to $0.56 per share for the comparable period of fiscal year 2010. Our closed sales of $72 million decreased 18% from last year's comparable period. Excluding the aforementioned large Securities Processing Solutions closed sale from this year's results and the MSSB closed sale which occurred last fiscal year, recurring revenue closed sales increased $9 million for the six months ended December 31, 2010 compared to the same period last year. During the first six months of fiscal year 2011, the Company repurchased approximately 4.7 million shares of Broadridge common stock under its stock repurchase plan at an average price of approximately $20.98 per share, and there remain approximately 11.6 million shares available under the current stock repurchase plans.

Fiscal Year 2011 Financial Guidance

We have lowered our fully diluted earnings per share from continuing operations guidance from a range of $1.55 to $1.65 to a range of $1.30 to $1.40, based on approximately 128 million diluted weighted-average shares outstanding. Free cash flow is expected to be in the range of approximately $130 million to $190 million, which includes approximately $45 million in investment implementation costs in connection with the Penson outsourcing services agreement and the IBM information technology services agreement. Free cash flow is defined as cash flow from operating activities, less capital expenditures and purchases of intangibles. Due to weak event-driven closed sales results, we are lowering our closed sales guidance to a range of $140 million to $190 million. Our recurring revenue closed sales guidance remains unchanged at a range of $110 million to $150 million.

Our guidance takes into consideration approximately 4.7 million shares repurchased by the Company during the first six months of fiscal year 2011. Our guidance does not take into consideration the effect of any future acquisitions (beyond the Matrix acquisition which closed in January 2011), additional debt and/or share repurchases in excess of the repurchases needed to get to our 128 million diluted weighted-average outstanding shares guidance.

Mr. Daly commented, "I remain highly confident in Broadridge's future given the current strength of our business. This high level of confidence is based on:

* The growth in our recurring fee revenues;
* Our 99% client revenue retention rate;
* Our strong recurring revenue closed sales, tangibly demonstrated by the large Securities Processing Solutions contract signed this quarter;
* The benefits from our previously disclosed key strategic transactions, which include Penson, MSSB and IBM;
* The accretive benefits from our acquisitions, in particular Matrix and NewRiver; and
* Our continued commitment to drive cost efficiencies through the organization.

Even if event-driven revenues only return to their mean level of volume activity over the next several years, we believe our ability to create strong earnings in fiscal year 2012, and in particular in fiscal year 2013, as we originally planned is more clearly and confidently within our reach."

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