David Ng - Senior Director of Investor Relations Richard J. Daly - Chief Executive Officer, President and Director Michael Liberatore - Acting Principal Financial Officer.

Rayna Kumar - Evercore Partners Inc., Research Division Kyle Voigt - Keefe, Bruyette, & Woods, Inc., Research Division Peter J. Heckmann - Avondale Partners, LLC, Research Division Ryan Davis - Crédit Suisse AG, Research Division Christopher R.

Donat - Sandler O'Neill + Partners, L.P., Research Division Tien-tsin Huang - JP Morgan Chase & Co, Research Division.

Good morning. My name is Tanisha, and I will be your conference facilitator. At this time, I would like to welcome everyone to the Broadridge Financial Solutions Second Quarter Fiscal Year 2014 Earnings Conference Call. I would like to inform you that this call is being recorded.

[Operator Instructions] I would now turn the conference over to David Ng, Managing Director, Investor Relations. Please go ahead, sir..

Thank you. Good morning, everyone, and welcome to the Broadridge quarterly earnings call and webcast for the second quarter of fiscal year 2014. This morning, I'm here with Rich Daly, our President and Chief Executive Officer; and Michael Liberatore, our Acting Principal Financial Officer.

By now, I hope that everyone has had the opportunity to review the earnings release we issued this morning. The news release and slide presentation that accompanied today's earnings call and webcast can be found on the Investor Relations page at broadridge.com.

During today's conference call, we'll discuss some forward-looking statements regarding Broadridge that involves risk. These risks are summarized on Slide #1.

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. Our non-GAAP fiscal year 2014 earnings results exclude the impact of acquisition amortization and other costs.

These costs are significant and we believe that non-GAAP information provides investors with a more complete understanding of Broadridge's underlying operating results. A description of these non-GAAP adjustments and reconciliation to the comparable GAAP measures can be found in the earnings release.

Now let's turn to Slide 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 highlights for the second quarter and year-to-date fiscal year 2014, followed by a discussion of a few key topics.

Michael Liberatore will then review the financial results 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 let's turn to Slide 3, and I'll turn the call over to Rich Daly.

Rich?.

the digitalization of investor communications; cost or capability mutualization; and data solution and intelligence created from our unique data. We have made solid progress in advancing each of these 3 strategies. Let's start with the digitalization of investor communications.

In November, we announced, with Pitney Bowes the reinvention of Mail in the Cloud with Amazon Web Services. This interactive digital communications exchange will make it easier for businesses to communicate with consumers about their most important transactions.

This platform has the potential to save billions of dollars per year by reducing static paper consumption.

In our press release with Pitney Bowes, Ariel Kelman, Head of Worldwide Marketing for Amazon Web Services stated, "We are excited to be working with Broadridge and Pitney Bowes as they leverage the power of AWS technologies to bring new capabilities to financial communications and encryption." We have accelerated development in run rate activities for our Fluent digital solution by about $7 million in order to roll out our Fluent product offering with Pitney through Amazon Web Services this calendar year.

On the cost or capability mutualization, we are planning to accelerate sales and marketing activities, including global talent acquisition, and also invest in product enhancements. As I've said before, cost mutualization is not new to Broadridge.

Regardless of whether you call it outsourcing, BPO or cost mutualization, at Broadridge, we've been doing it before any of those terms existed. What's new is the recognition of our platform's global capabilities, driven by our alliance with Accenture. Finally, the data solutions.

I previously commented on how our current products allow us to leverage our unique data. Our accelerated investment focus will further drive the exploration of additional product solutions, including data analytics, to better address the need of an increasingly complex market.

Collectively, we believe that this increased level of investment activity and run rate increases will drive better future results. Our original guidance included new investments of $8 million over our normal run rate.

Because of our success to date, our revised guidance contemplates about $20 million of one-time spend to be made in relation to these 3 key macro trends for a total of $28 million or approximately $0.14 per share. The $20 million and majority of the $8 million will be incurred in the second half of our fiscal year.

Last, and certainly not least, the SEC's approved EBIP regulation and related fees became effective for meetings that have record dates on or after January 1, 2014 and is being implemented as planned. We still believe the net financial impact is neutral to slightly positive for Broadridge.

Now I'll turn the call over to Mike, who'll go into more detail about the financial results.

Mike?.

Thanks, Rich. Let's move to Slide 6, our key financial drivers. This page is divided into 2 sections. The top section provides the drivers of our recurring revenue growth and the bottom section has total revenue including margins and earnings per share. I'll start with recurring revenue.

The first yellow stripe, since recurring revenue is the primary contributor to our total higher -- to our higher total revenue guidance for the full year, 4% to 5%. Our expectation for recurring revenue growth for the full year has increased from 5% to 7%, to 7% to 8% due to higher internal growth.

As Rich mentioned, we anticipate that the levels of our market-based activity and interim communications, post-sale fulfillment and trade volumes, which we have seen in the first half of the year, will continue in the second half of our fiscal year.

As such, we have increased the contribution expected from internal growth by 2 points on both the low and high end, which translates into a revised rate of 2% to 3%. Contributions from net new business are on track to contribute 4 points and acquisitions are expected to add another point, both in line with our original guidance.

Overall, for Q2 and year-to-date, we are tracking to our expectations for each of our revenue drivers with better-than-expected internal growth and related distribution revenues due to the higher market-based activities.

Once again, the major drivers have been interim, post-sale and trades, and we're expecting that to continue for the rest of the year, although the growth will not be as dramatic as the second half of the prior year was very strong and a tough compare.

In terms of our non-GAAP EBIT margins for Q2 and year-to-date, we have been benefiting and expect it to continue to benefit in the second half from higher revenue and planned productivity from strategic initiatives.

We therefore have raised our non-GAAP EBIT margin guidance for the full year to a range of 16.5% to 17.1%, an increase of 70 basis points on both the low and high end of our original guidance. Also included in this range is the impact of one-time investments in solutions to address the 3 macro trends that Rich has already mentioned.

We are confident in raising the low or high ends of our full year non-GAAP EPS guidance by $0.15. To put this in perspective, higher revenue from market-based and event-driven activities and lower expenses expected to contribute $0.25 to the increased guidance. This is partially offset by investments of approximately $0.10 or $20 million.

Let's move into the segment results, starting with Investor Communications on Slide 7. For the quarter and year-to-date, ICS is benefiting from the higher-than-expected term growth and post-sale fulfillment in interim communications due to favorable market-based activities.

We are projecting this level of activity will continue in second half of the year and is the main factor in raising our full year recurring revenue guidance for ICS to 6 -- to 8% to 9%, from our original guidance of 6% to 8%.

To help summarize the full year outlook for recurring revenue growth, slightly more than half is expected the come from net new business and the remainder from internal growth. Our client retention rates remain at 99%. We have seen solid mutual fund proxy activity in the first half.

And even with our limited view of only 30 to 60 days of upcoming events, we believe this pickup in activity will continue for the remainder of the year. Therefore, we're also raising our guidance for event-driven revenue to be approximately $156 million, which is in line with last year.

Going forward, we believe we are entering into what we're calling the "new normal" for event-driven mutual fund proxy activity, as mentioned by the percentage of annual activity to the total estimated number of beneficial mutual fund shareholder positions.

As you may know, unlike corporate equity issuers, open-ended mutual funds are not required to have shareholder meetings every year. Shareholder meetings are only required when there's a trigger event, such as a change of directors or a change of investment restrictions or advisors.

We believe that going forward, the primary driver in mutual fund proxy activity will be the periodic election of directors and that's likely elongated to a 7-to-10-year period.

As such, we are expecting that the average number of beneficial positions we process in a given year will range from 14% to 19% of the total estimated positions, excluding large acquisitions or change of control activity.

Of course, over this period of 7-to-10-years, we will see peaks and valleys based on the size of the mutual fund issuer and the nature of the campaigns in any given year. For the current year, we're expecting to be approximately 16% of the total estimated beneficial position versus the previous year of 14%.

To sum up with ICS's bottom line performance, our expectations for the full year EBIT and related margins has increased to reflect a higher revenue activity, as ICS continues to demonstrate stronger operating leverage from internal growth and event-driven activity. Let's move to Slide 8, which highlights our SPS business.

For the quarter year-to-date, SPS has experienced solid recurring revenue growth, led predominantly by net new business and, to a lesser degree, internal growth from trading activity.

As I mentioned earlier, we're expecting that favorable market-based activity will continue but growth will be tempered as trade levels were high in the second half of '13. Therefore, we are reaffirming the high-end of our revenue guidance of 5% and have raised the low-end from 3% to 4%.

This revised range of 4% to 5% highlights the majority of the revenue growth is coming from net new business, as we now only see a slightly positive contribution for internal growth versus the negative 1% contemplated in our original guidance.

In terms of margin growth, we have raised our full year guidance to 17% to 18%, reflecting a growth of 400 to 500 basis points over the prior year. We're clearly seeing the productivity from strategic initiatives we began in fiscal '13, along with the sheer operating leverage that this business is able to produce from higher revenue.

Before turning the call over to Rich, I'd like to add that both ICS and SPS have achieved solid year-to-date results and we are confident in our raised full year guidance.

Our core business model has proven to perform well even in the difficult market and we are now positioned to reap the benefits as we move towards a slightly positive market environment. Rich, I'll turn to meeting back over to you..

Thanks, Mike. Please turn to Page 9 for my summary wrap-up. I am very pleased with the great first half in fiscal year 2014. We experienced record earnings per share results with both segments contributing. Recurring revenue continues to be strong, led by net new business.

Recurring closed sales are growing and we have a very strong and growing sales pipeline. Favorable market-based activities, such as increased equity trading, prospectus fulfillment and mutual fund volumes are having, and are expected to have, a positive impact on our results and continuing current market conditions.

Our client revenue retention rate was a strong 98%, as expected. With this, we are confident in raising our recurring revenue guidance to the range of 7% to 8%, non-GAAP diluted earnings per share guidance to the range of $2.15 to $2.25; and free cash flow of approximately $300 million.

Broadridge's business is a stable, recurring revenue model, with slight internal growth. Further enhanced by new products, both acquired or created internally and overall, proven sales execution. These are the primary components of our future, top quartile performance confidence.

While the market has been challenging many times over the last several years, we continue to profitably move forward and we gain more momentum during periods of normal market activities. The Broadridge brand is well-known and highly respected for providing investor communications and securities processing solutions.

Our brand will strengthen as we continue to expand our clients' awareness of our capabilities. Both of our operating segments are contributing solid top and bottom line financial results. These operating segments both generate stable recurring revenue and strong free cash flows with very high client retention and some historical internal growth.

These factors, combined with the benefits of a disciplined E&A effort and strong sales execution, is the foundation of our long-term journey and total shareholder return goals.

We will continue on our ongoing journey to sustainable, top quartile, stockholder performance for years to come and we will remain committed to building shareholder value through effective capital stewardship. This includes paying a meaningful dividend with a targeted 40% earnings payout ratio.

We will reinvest in our business, including new product development, with a focus on the 3 key macro trends, this includes accelerating investment amount at opportune times and continuing with tuck-in acquisitions that have both strong strategic fits and financial return profiles. We will also opportunistically repurchase shares to offset dilution.

As cash builds without tuck-in acquisition opportunities, we will again reduce share count through thoughtful share repurchases. We have the ability to accomplish all of the above while maintaining our investment grade rating, which we believe sets us apart from many other companies. We have a clear strategy for our journey.

And together with our capital stewardship capabilities, we have created and expect to continue to create, sustainable shareholder returns. Finally, I'd like to take this opportunity to personally acknowledge our extraordinary and highly engaged Associates.

Their commitment to the service profit chain was just again recognized, as Broadridge was named one of the Best Companies to Work for In New York State by the New York State Society for Human Resource Management. We have won this award every year since it was established 7 years ago.

Our highly engaged Associates have enabled us to achieve our record operating performance, extraordinary client revenue retention rate and have enabled Broadridge to have a strong core from which to grow. I'll now turn the call over to Tanisha, the operator, and we look forward to taking your questions..

[Operator Instructions] Your first question comes from the line of David Togut from Evercore..

This is Rayna Kumar for David Togut. Just going back to your comments on your recurring revenue closed sales guidance, as you mentioned historically, that guidance range hasn't required a signing of large transactions greater than $5 million. But this year, it does. So I just want to get a better idea of what's changed.

What's changed in your thinking or what are you seeing differently?.

Okay. Rayna, I really don't think much has changed. I just think we're adding more clarity to the dialogue. We're still targeting a meaningful number of the sales, less than $5 million. We're thinking a general range of close to $100 million. We're thinking larger transactions move us into the range.

And in order to get to the higher end of the range as we've said, last year, and I believe even prior to that, we actually need the larger transactions to get us completely into the range and certainly we would expect them to be needed to get us to the higher end of the range. So I'm not really viewing this as anything new..

Okay.

Could you discuss the key drivers of your 73% year-over-year pretax profit growth in your securities processing segment? You only had 6% revenue growth, so if you can just tell us if this high operating leverage is sustainable over the next 12 to 24 months?.

Right, so I'll kick this off and then turn it over to Mike.

One of the things we did here Rayna, in this call, was really try to highlight the 5 things that drive Broadridge and so I'm going to ask everyone if there was a more clarity that we wanted to bring to you and I think as our never-ending desire to be as transparent as possible is those 5 items and so it's the stock record position, it's the event-driven activity and then when we get to the trading piece, which is what you're talking about, it's because of a high fixed cost infrastructure we have that I'm emphasizing that slight changes in that revenue up or down, can have very good impact on the bottom line, or a tough impact that we need to manage through because of that high fixed cost infrastructure.

So I'm going to turn that over to Mike to comment a little bit more about the trading-related activity and the SPS segment overall..

Thanks, Rich. So in the first half of the year, the trading activity was approximately -- we saw internal growth of approximately 16% and that certainly contributed to the SPS's finalized [ph] performance.

But equally important is the productivity savings that we've received from our fiscal '13 -- sorry, our fiscal '13 initiative and that has contributed equally to that performance..

Right. So we went into this year expecting a tougher environment than we've seen in the markets. We went into this year with a view that we could grow the topline.

It's actually growing a little better than expected and that slight impact of revenue growth is in the first half of the year, where we're not contributing as much as the second half of the year contributes, giving us a very nice uptick when you do a percentage compare..

Your next question comes from the line of Niamh Alexander of KBW..

This is actually Kyle stepping in for Neve. So with respect to Accenture the Post-Trade Processing Solution, we haven't seen any really large deals announced since the first one in July.

So I guess my first question is, were there any small deals from Accenture included in the closed sales number this quarter? And secondly, could you give us any more color around the interest level you're seeing from clients in Europe around these solutions..

Okay, so I actually view it as really 1 question about an update on that overall. We historically, on all of our processing transactions, have known it's a long sales cycle. So I don't really view there being any new news here. We're very, very pleased to announce the Soc Gen deal last year and that continues on progress.

Since that deal has been announced, the levels of interest that we are seeing, that Accenture is seeing, has been and remains very strong. It is a relatively long sales cycle. There's lots of dialogues going on. You know from my positions in the past that regardless of how encouraging dialogues are, until you get through a contract process.

These contracts are several hundred pages. Just for an example, which shows just the level of depth that it gets into, that this is a longer sales cycle. We remain very, very excited.

Part of our excitement about our confidence in our future growth is that we expect this to be a meaningful contributor to SPS as we go forward and there's nothing that's changed in any of our activities and when I talk about a growing pipeline clearly one of the biggest pieces of that growing pipeline is the level of interest and activity we're having in dialogues as it relates to the APTP Accenture transaction and venture..

Okay. And just one more, if I could. Around revenue contribution -- your guidance around revenue contribution from recurring revenue closed sales. You told it's slightly lower for ICS versus your prior guidance.

Is this just related to some deals taking longer to convert to revenue, anything or any color you can share will be helpful?.

Sure. Definitely, they're -- in what we break out is our less than 5 sales which we generally view will convert in less than a year. And our over 5, we felt was a very good way to give people a directional view and the timing of revenue conversion. There has been a slight delay on some of the revenue conversion that we would've expected.

All right? Right now, given the strong performance we have, I'm actually viewing that in an ironic way, slightly positively. In that it will actually give us more benefit as we go forward and the markets have not only offset the benefit, but offset that and give us more benefit year-to-date than what we were planning on..

Your next question comes from the line of Peter Heckmann of Avondale..

On that $28 million investment, if my notes were correct, about $8 million of that spending has already occurred, and additional $20 million in the second half. Characterizing that generally as one-time.

But in terms of -- if you're adding to sales and marketing capabilities, does some of that bleed into 2015? And if so, when would you expect to see some of the returns from those investments?.

Great question. So I'm going to take this and then ask Mike to give some additional financial color.

So the key -- one of the key messages here, Pete, thanks for raising the question -- is that beyond raising guidance in our strong performance, we were also in a position to look at the opportunities we have to create more confidence in our future shareholder value creation goals and invest in activities that will give us more confidence to becoming a sustainable, top quartile performer for years to come.

So we are very excited not to be spending money for the sake of spending money, but we believe we can accelerate some of the activities around the 3 initiatives we have, as it relates to opportunities to create future revenue growth.

This ties directly to the 5 key variables and the things that have enabled Broadridge to outrun the financial crisis, to be in the position we are to create strong returns going forward, is very, very heavily driven by our own products that we've enabled, okay? Our emerging products that we've created, as well as maintaining this recurring revenue constant growth year-after-year.

And as I pointed out, this recurring revenue growth is coming primarily -- or about 50% right now from E&A activities. Now we've put words in here very carefully and I'm going to ask Mike to comment on one-time versus run rate increases.

But overall, you should hear from me as we look to the future, I am confident that the benefits of what we're investing in, both one-time and run rate, will give us more revenue growth and absolutely is a great opportunity for us to invest in, on behalf of our shareholders, to create value. Mike, why don't you talk a little bit about ....

Yes, I just have a couple of points to add to that, Rich. Of that $28 million, think about $10 million would be in corporate higher run rate going forward but we haven't started our play process for the next year. But I can see about $10 million be included, part of our run rate.

Also, that $28 million, a majority of that will be spent in the second half of our fiscal year, very little of it has been spent year-to-date..

Okay, that's helpful. If I could just have 1 quick follow-up.

Rich, could you remind me on EBIP? That's seems to have a nice opportunity for Broadridge? And how would you characterize it, is it more -- is the opportunity more from getting broker-dealers ready for EBIP? Or is it more on the back and as you see adoption and then if you were, just remind me how that incentive fee works whether -- who is collecting that and if there's a share on that?.

Absolutely. So first of all, it's not about getting the broker-dealers ready, all right? What we need is for them to work with us so that we can take advantage of the EBIP. But we anticipate the heavy-lifting on EBIP to be on our side, not on their side. And we are ready for that. So that is in place.

There's 2 pieces to it and so with the fee adjustments that were part of the whole proposal, because remember, it was approving EBIP and a new fee schedule. And the fee schedule mix changes to some of the revenue we get, some of the revenue the brokers get, okay? That's where we're viewing it as being slightly positive.

As we convert broker-dealers customers to being digital, okay? The new customers -- there's a new incentive fee because the SEC recognizes 2 things there. One is it ultimately saves issuers money and significantly, to pay through postage, and two, it creates a higher level of engagement with the investor.

So those are the 2 goals the SEC had, that justifies the incentive fee and that incentive fee will be shared between Broadridge and the brokers is what we're anticipating.

But the real benefit that we see here is this gives us just another reason, Pete, to be having conversations with our client about our deep digitalization strategies, about our Fluent strategy, and about how what we're doing, not only is working and proving to work and proxy what we've eliminated 60% of the paper.

But think about what we can do for you in eliminating paper and creating a higher level engagement for your customers across all the activities you do. Whether it be statements, confirms, marketing information, et cetera, et cetera.

So you combine that with what we announced with the press release in last quarter and I provided a little more highlight regarding Pitney and using Amazon Web Services, we're really excited and that's why going back to questions prior to this, we're making these one-time, either accelerated run rate activity or investment in Fluent, because we believe that if you look at Broadridge from a long-term opportunity point of view, it's something that we are very excited about and hope as people look at us, I'm not looking for people to plan a windfall next year or anytime soon, but view it as building momentum, call it EBIP, call it Fluent, call it the other E&A activities, for a sustainable period as we go forward..

And our next question comes from the line of Greg Mihalos of Crédit Suisse..

This is Ryan Davis filling in for George here. First off, congratulations and best luck to Dan and his retirement. Moving on to the SPS segment.

Could you remind us of what the split in trading between retail, institutional and the implications on revenue margins?.

Okay. I'm going to just give you the overall business view and Mike, if you have any comments beyond that, by all means. The overall business view is that retail is something, whether it be an SPS client, or any retail firm, given our strong market share and a lot of the support activities, the proxy and prospectus, et cetera.

Retail activity, if you look at Broadridge overall, and by activity that doesn't mean trading, it means trading and position ownership is really important to Broadridge, all right? And when I talk about the stability of stock record growth, when I talked about with the exception of the anomaly years, the stability, pretty much of the event driven activities, that's all really important and we feel pretty good that in the ongoing low interest rate environment, where people need to generate returns and people are seeing last year's market generate returns, even though it's nothing that when you guys track the sell side firms out there, the large retail firms, you're not seeing any windfall or dramatic activity that slight positive momentum and activity, versus the headwinds you're experiencing for years feel pretty good to us, because we planned on creating value in a never-ending difficult environment.

So any improvement over that, which we view as the current market activity that we expect to continue feels pretty good to us.

On the institutional side, particularly in our trading and -- I'm sorry, in our SPS segment, the institutional side is a big part of our revenue, all right? and that revenue, because of the way we shared with you many times in the past has it tiers, okay, even though there is benefit to increase trading activity, it takes pretty big swings up or down in trading activity to generate relatively small swings, up or down, in terms of our trading revenue as it's related those activities.

Even there though, we still feel pretty good about the momentum we're seeing in the current market environment.

So Mike, I pretty much covered it, is there anything you want to add to that?.

No. Not much. If we look at the quarter, about 2/3 of it is coming from retail about 1/3 is coming from institution and the sensitivity that we have shared in the past is about every 1% can drive between $750,000 to $1.2 million, depending on whether it's institutional or retail..

Perfect..

Okay, thank you.

And moving towards the just deployment of capital, could you kind of walk us through the decision process between repurchasing shares and tuck-in acquisitions? Kind of where you're comfortable, I guess? The valuation and the pipeline and how the decision process between the 2?.

Absolutely. First of all, let me emphasize, nothing has changed. Our position here has been very consistent and I expect to remain very consistent. So we happen to have a business that we're blessed generates strong free cash flow.

So looking at that strong free cash flow with a long-term perspective how to create continuing, top quartile total shareholder returns. So paying a meaningful dividend, which for us is something that we can very effectively do and still have flexibility beyond that is something that we've identified as we want to continue.

So, we're right now, saying that we're targeting a 40% earnings payout ratio, and you should expect that to be in models that we give you as we go forward. Period. Two, we have found that tuck-in acquisitions have been very effective for us.

We've talked about the revenue growth that's given us, we've talked about the EBITDA contribution it’s given us and we've talked about that combined with our own products that we've developed, being near 50% of our recurring revenue sales activity.

So the second priority is to look for tuck-in acquisitions, okay? With the use of that strong free cash flow. Our criteria there remains very disciplined, all right? we will not do a deal for the sake of doing a deal.

Our criteria is very high in terms of earnings contribution and the only way that's possible is that we identify products which under our umbrella are more valuable than where they are right now and more valuable than they would be to a private equity player who gets the lever up and we don't, as part of their return model.

So we look for things that leverage our distribution channel. You shouldn't expect us to buy something that wouldn't be a natural thing for us to go to our customer base with and share with them, great news.

We now own this product and it's going to have the rock solid performance of the rest of Broadridge's products, so you can now buy this with the confidence you by other Broadridge products. We target a 20% IRR on this. I don't accept in models that we put together, some crazy terminal value calculation. These are very straightforward models.

We target to 20%, because sometimes things that can go wrong it's your cash, being our shareholders cash, and we want a good return of that cash, all right? You've seen in the past, when, although we've looked at and we're always looking at tuck-in acquisitions, whether it be fit or price, we didn't do them.

And when we build cash, we believe based on our confidence in the future, there have been almost always opportunistic times to repurchase our shares. And when we've built cash and we didn't see an opportunity to do tuck-ins, we have repurchased shares and we're very, very pleased with the returns that we've created through that.

But remember, E&A, emerging and acquired, has been part of the model that's enabled us to have the success we have today. So tuck-in acquisitions, which have enabled that success, will remain the second priority after the dividend and then the third priority, if that's not available, would be the opportunistically repurchase at opportune times..

Your next question comes from the line of Chris Donat of Sandler O'Neill..

One question on the CFO search.

Can you give sort of your philosophy about how you're approaching that? And then, and I know this is probably a politically sensitive topic, but any bias towards internal or external candidates?.

I'm looking at how well-positioned Broadridge is; I'm looking at the great opportunities we have; and I'm looking at who's the partner, okay? And what are the skill sets that I'm going to need to go forward with myself, Tim Gohlke and the other business unit leaders, to partner with us to take advantage of these opportunities to create shareholder value.

So this is a process that we want to get through quickly. But we're really dealing almost in real-time here in terms of where we are at this moment, in terms of the need to identify someone going forward.

And I've assured the board yesterday at our board meeting, and I assure everyone on the call, that we're making this with a long-term view and in terms of what's the right answer and the best answer for Broadridge as we go forward and create value.

I want to acknowledge Mike and I have been working shoulder-to-shoulder for this past quarter, both the closeout, the first half of the year, to get ready for the board meetings, to get ready for this call. Mike's contribution -- Mike's effort has been nothing short of exceptional.

And this activity, for Mike and for us overall, will enable him to take on more significant responsibilities, what they are, as we go forward and I'm particularly excited about looking at those opportunities for Broadridge and Mike as well..

You have a question from the line of Tien-tsin Huang of JP Morgan..

Just extend of that, I guess I want to say that I want to wish Dan the best. He was a terrific CFO. So if he's listening, thanks. So I guess I just wanted to run through the investments again.

The $18 million is not in the run rate? What should we assume that you're actually investing in there, are you using consultants to build up your analytics? For example, are you buying software or tech? Just trying to understand what's being spent exactly..

Okay. So we clearly are looking to bring in experts on these 3 initiatives. So 2 of the 3, being the digitalization as well as the data analytics. We are -- we have those activities going on. Now, spending money, as I tell the team all the time, is a lot of work. Spending at right, I should say, is a lot of work.

So identifying what questions we needed answered, what opportunities we wanted to look at, took us a good part of the first half of the year on our own, okay, before we act and then we had to go through the process of then interviewing who we thought would best get us to those places.

So we have those activities going on right now in both of these places. And that's why we said that the bulk of this money will be spent in the second half. After our first quarter, we knew that we would likely be in a position to be able to invest in the business.

We wanted to continue to follow the trends, while we simultaneously -- and I should even say during the first quarter, we started ramping up activities beyond what we had already in our plan.

In the case of Fluent, and you heard about the Pitney venture, and the Amazon opportunity, to be able to spend this content, with the value that we expected to have to our customers and the encryption capabilities both of which Amazon acknowledged in their quote in their press release, we have created that run rate all, right? And that's a run rate that we expect very good returns on, if not next year, certainly beyond next year..

The dollar amount. The $28 million. Just sorry if this is -- you already covered it.

But how much of it is incremental to your guidance?.

Well, I'm going to repeat what Mike said. $20 million is incremental, all right? And like you said, about $10 million we expect to be in the run rate of the $28 million next year..

Understood. Okay, just wanted to be clear..

Okay. Let me say something. We're always investing in the business. So this was an increased investment level beyond the investment that we're always investing in the business. Okay? This is a long-term play. So we're not here thinking that the products that we have will get us to where we need to get to, even with our great returning revenue.

Because what we've decided and very consciously decided, post spend, was that we're going to control our own destiny and the way to control your own destiny is to figure out how to control that topline..

Just to let you guys go on a couple of last questions. Just the confidence in closing one large transaction and then also doing a tuck-in before year end.

I mean, should we interpret that to mean you've have been down selected or in final stages on those things? And I'm curious on the large transaction, is that an Accenture deal? It didn't sound like it necessarily would be?.

I'm not going to comment on whether it is or isn't. I did comment we feel very good about where we are with Accenture. And I did comment, we feel very good on where we are on, at least, a large transaction. So I leave that at that, all right? And I thought there was another part to that and I apologize..

The tuck-in acquisition.

Same question, tuck-in acquisition should we assume that, that sort of in the final stages at this point?.

Again, one of your large transaction we're talking, it's not over till it's over. I made the comments deliberately so if you will interpret that I was thinking we're pretty close, I don't think that would be a misinterpretation..

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

Tanisha, thank you. First of all, thank you to everybody for participating today. Mike, in particular thanks for your efforts over this last quarter. Mike, David and I will look forward to meeting with you in the near future. Let me remind you that next Tuesday, February 11, at noon, we're going to have our Investor Lunch at 1 Park.

And we always love those dialogues. So anyone who would like to attend, please give David or our IR organization a call and we look forward to seeing you there. We're certainly going to encourage everyone to choose to have a great day and although there is still lots of snow here in Lake Success, it looks pretty bright and sunny to me. Thanks so much..

This concludes today's Broadridge Financial Solutions Inc. Second Quarter Fiscal Year 2014 Earnings Conference Call. Thank you for your participation. You may now disconnect..