UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022

OR

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                       to                     

Commission File Number 001-33220

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	33-1151291
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
5 Dakota Drive	11042
Lake Success
New York
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (516) 472-5400

Former name, former address and former fiscal year, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol	Name of Each Exchange on Which Registered:
Common Stock, par value $0.01 per share	BR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	☐
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of January 27, 2023, was 117,693,016 shares.

Table of Contents

TABLE OF CONTENTS

ITEM		PAGE
NOTE ABOUT FORWARD-LOOKING STATEMENTS		3
PART I.	FINANCIAL INFORMATION	4
Item 1.	FINANCIAL STATEMENTS	4
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	52
Item 4.	CONTROLS AND PROCEDURES	52
PART II.	OTHER INFORMATION	53
Item 1.	LEGAL PROCEEDINGS	53
Item 1A.	RISK FACTORS	53
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	53
Item 6.	EXHIBITS	54

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “on track,” and other words of similar meaning, are forward-looking statements. In particular, information appearing under “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:

•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;

•Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;

•a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;

•the potential impact and effects of the Covid-19 pandemic (“Covid-19”) on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;

•declines in participation and activity in the securities markets;

•the failure of Broadridge's key service providers to provide the anticipated levels of service;

•a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;

•overall market, economic and geopolitical conditions and their impact on the securities markets;

•the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;

•Broadridge’s failure to keep pace with changes in technology and demands of its clients;

•competitive conditions;

•Broadridge’s ability to attract and retain key personnel; and

•the impact of new acquisitions and divestitures.

There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. You should carefully read the factors described in the “Risk Factors” section of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 which was filed with the United States of America (“U.S.”) Securities and Exchange Commission (the “SEC”) on August 12, 2022 (the “2022 Annual Report”), for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements.

All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q and the 2022 Annual Report. We disclaim any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

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PART I. FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Earnings

(In millions, except per share amounts)

(Unaudited)

		Three Months Ended   December 31,				Six Months Ended   December 31,
		2022		2021		2022		2021
Revenues	(Note 3)	$	1,292.9	$	1,259.6	$	2,576.2	$	2,452.5
Operating expenses:
Cost of revenues		988.2		978.4		1,978.7		1,892.5
Selling, general and administrative expenses		196.8		212.3		402.1		387.8
Total operating expenses		1,185.0		1,190.7		2,380.8		2,280.3
Operating income		107.9		68.9		195.4		172.1
Interest expense, net	(Note 5)	(34.1)		(21.4)		(61.0)		(44.0)
Other non-operating income (expenses), net		(1.9)		4.4		(7.1)		2.0
Earnings before income taxes		71.9		51.9		127.3		130.1
Provision for income taxes	(Note 13)	14.4		4.7		19.3		15.7
Net earnings		$	57.5	$	47.2	$	108.0	$	114.4
Basic earnings per share		$	0.49	$	0.40	$	0.92	$	0.98
Diluted earnings per share		$	0.48	$	0.40	$	0.91	$	0.97
Weighted-average shares outstanding:
Basic	(Note 4)	117.7		116.6		117.6		116.4
Diluted	(Note 4)	118.9		118.7		118.9		118.5

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2022		2021		2022		2021
Net earnings	$	57.5	$	47.2	$	108.0	$	114.4
Other comprehensive (loss) income, net:
Foreign currency translation adjustments	(112.0)		(31.8)		(135.1)		(102.6)
Pension and post-retirement liability adjustment, net of taxes of $— and $(0.2) for the three months ended December 31, 2022 and 2021, respectively; and $— and $(0.3) for the six months ended December 31, 2022 and 2021, respectively	—		0.5		—		1.0
Cash flow hedge amortization, net of taxes of $(0.1) and $(0.1) for the three months ended December 31, 2022 and 2021, respectively; and $(0.1) and $(0.1) for the six months ended December 31, 2022 and 2021, respectively	0.2		0.2		0.4		0.4
Total other comprehensive (loss), net	(111.8)		(31.0)		(134.6)		(101.1)
Comprehensive (loss) income	$	(54.3)	$	16.2	$	(26.7)	$	13.3

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)

		December 31, 2022		June 30, 2022
Assets
Current assets:
Cash and cash equivalents		$	280.0	$	224.7
Accounts receivable, net of allowance for doubtful accounts of $5.9 and $6.8, respectively		860.2		946.9
Other current assets		142.5		156.8
Total current assets		1,282.7		1,328.4
Property, plant and equipment, net		143.3		150.9
Goodwill		3,388.2		3,484.9
Intangible assets, net		931.2		1,077.1
Deferred client conversion and start-up costs		1,437.9		1,232.3
Other non-current assets	(Note 8)	867.9		895.3
Total assets		$	8,051.3	$	8,168.8
Liabilities and Stockholders’ Equity
Current liabilities:
Payables and accrued expenses	(Note 9)	$	824.2	$	1,114.9
Contract liabilities		194.7		198.5
Total current liabilities		1,018.9		1,313.4
Long-term debt	(Note 10)	4,105.4		3,793.0
Deferred taxes		404.4		446.1
Contract liabilities		261.1		215.8
Other non-current liabilities	(Note 11)	474.8		481.5
Total liabilities		6,264.7		6,249.8
Commitments and contingencies	(Note 14)
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none		—		—
Common stock, $0.01 par value: 650.0 shares authorized; 154.5 and 154.5 shares issued, respectively; and 117.7 and 117.3 shares outstanding, respectively		1.6		1.6
Additional paid-in capital		1,401.9		1,344.7
Retained earnings		2,761.3		2,824.0
Treasury stock, at cost: 36.8 and 37.2 shares, respectively		(2,017.2)		(2,024.8)
Accumulated other comprehensive income (loss)	(Note 15)	(361.0)		(226.3)
Total stockholders’ equity		1,786.6		1,919.1
Total liabilities and stockholders’ equity		$	8,051.3	$	8,168.8

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Six Months Ended   December 31,
	2022		2021
Cash Flows From Operating Activities
Net earnings	$	108.0	$	114.4
Adjustments to reconcile net earnings to net cash flows used in operating activities:
Depreciation and amortization	42.5		41.1
Amortization of acquired intangibles and purchased intellectual property	109.5		131.2
Amortization of other assets	64.1		66.3
Write-down of long-lived asset and related charges	0.5		8.1
Stock-based compensation expense	36.5		36.2
Deferred income taxes	(35.3)		16.4
Other	(3.7)		(19.3)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Current assets and liabilities:
Decrease in Accounts receivable, net	110.9		49.2
(Increase) decrease in Other current assets	13.2		(32.5)
Decrease in Payables and accrued expenses	(307.4)		(236.5)
Increase in Contract liabilities	2.0		28.3
Non-current assets and liabilities:
Increase in Other non-current assets	(291.8)		(321.5)
Increase in Other non-current liabilities	69.4		24.0
Net cash flows used in operating activities	(81.4)		(94.6)
Cash Flows From Investing Activities
Capital expenditures	(15.9)		(11.3)
Software purchases and capitalized internal use software	(17.2)		(17.9)
Acquisitions, net of cash acquired	—		(13.3)
Other investing activities	(2.0)		(11.4)
Net cash flows used in investing activities	(35.1)		(53.9)
Cash Flows From Financing Activities
Debt proceeds	580.0		480.0
Debt repayments	(270.0)		(211.0)
Dividends paid	(160.3)		(141.2)
Purchases of Treasury stock	(2.5)		(1.7)
Proceeds from exercise of stock options	32.2		40.5
Other financing activities	(2.5)		(7.5)
Net cash flows provided by financing activities	176.9		159.2
Effect of exchange rate changes on Cash and cash equivalents	(5.0)		(4.1)
Net change in Cash and cash equivalents	55.3		6.6
Cash and cash equivalents, beginning of period	224.7		274.5
Cash and cash equivalents, end of period	$	280.0	$	281.2
Supplemental disclosure of cash flow information:
Cash payments made for interest	$	59.7	$	41.1
Cash payments made for income taxes, net of refunds	$	47.6	$	57.3
Non-cash investing and financing activities:
Accrual of unpaid property, plant and equipment and software	$	1.5	$	16.9

                 

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended December 31, 2022
	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balances, September 30, 2022	154.5	$	1.6	$	1,379.8	$	2,789.1	$	(2,017.7)	$	(249.2)	$	1,903.7
Comprehensive income (loss)	—	—		—		57.5		—		(111.8)		(54.3)
Stock option exercises	—	—		2.2		—		—		—		2.2
Stock-based compensation	—	—		20.8		—		—		—		20.8
Treasury stock acquired (less than 0.1 shares)	—	—		—		—		(0.4)		—		(0.4)
Treasury stock reissued (less than 0.1 shares)	—	—		(0.9)		—		0.9		—		—
Common stock dividends ($0.725 per share)	—	—		—		(85.3)		—		—		(85.3)
Balances, December 31, 2022	154.5	$	1.6	$	1,401.9	$	2,761.3	$	(2,017.2)	$	(361.0)	$	1,786.6

	Six Months Ended December 31, 2022
	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balances, June 30, 2022	154.5	$	1.6	$	1,344.7	$	2,824.0	$	(2,024.8)	$	(226.3)	$	1,919.1
Comprehensive income (loss)	—	—		—		108.0		—		(134.6)		(26.7)
Stock option exercises	—	—		31.0		—		—		—		31.0
Stock-based compensation	—	—		36.3		—		—		—		36.3
Treasury stock acquired (less than 0.1 shares)	—	—		—		—		(2.5)		—		(2.5)
Treasury stock reissued (0.4 shares)	—	—		(10.1)		—		10.1		—		—
Common stock dividends ($1.45 per share)	—	—		—		(170.6)		—		—		(170.6)
Balances, December 31, 2022	154.5	$	1.6	$	1,401.9	$	2,761.3	$	(2,017.2)	$	(361.0)	$	1,786.6

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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	Three Months Ended December 31, 2021
	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balances, September 30, 2021	154.5	$	1.6	$	1,263.6	$	2,576.6	$	(2,027.0)	$	(60.9)	$	1,753.8
Comprehensive income (loss)	—	—		—		47.2		—		(31.0)		16.2
Stock option exercises	—	—		31.9		—		—		—		31.9
Stock-based compensation	—	—		22.5		—		—		—		22.5
Treasury stock acquired (less than 0.1 shares)	—	—		—		—		(1.7)		—		(1.7)
Treasury stock reissued (0.4 shares)	—	—		(10.3)		—		10.3		—		—
Common stock dividends ($0.64 per share)	—	—		—		(74.7)		—		—		(74.7)
Balances, December 31, 2021	154.5	$	1.6	$	1,307.7	$	2,549.1	$	(2,018.4)	$	(91.9)	$	1,748.1

	Six Months Ended December 31, 2021
	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balances, June 30, 2021	154.5	$	1.6	$	1,245.5	$	2,583.8	$	(2,030.9)	$	9.2	$	1,809.1
Comprehensive income (loss)	—	—		—		114.4		—		(101.1)		13.3
Stock option exercises	—	—		40.6		—		—		—		40.6
Stock-based compensation	—	—		35.8		—		—		—		35.8
Treasury stock acquired (less than 0.1 shares)	—	—		—		—		(1.7)		—		(1.7)
Treasury stock reissued (0.6 shares)	—	—		(14.2)		—		14.2		—		—
Common stock dividends ($1.28 per share)	—	—		—		(149.1)		—		—		(149.1)
Balances, December 31, 2021	154.5	$	1.6	$	1,307.7	$	2,549.1	$	(2,018.4)	$	(91.9)	$	1,748.1

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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Broadridge Financial Solutions, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

A. Description of Business. Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”), a Delaware corporation and a part of the S&P 500® Index, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors and mutual funds.

The Company operates in two reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).

•Investor Communication Solutions—Broadridge provides the following governance and communications solutions through its Investor Communication Solutions business segment: Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions.

A large portion of Broadridge’s ICS business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge® is Broadridge’s innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies. Broadridge has implemented digital applications to make voting easier for retail investors. Broadridge also provides the distribution of regulatory reports, class action and corporate action/reorganization event information, as well as tax reporting solutions that help its clients meet their regulatory compliance needs.

For asset managers and retirement service providers, Broadridge offers data-driven solutions and an end-to-end platform for content management, composition, and omni-channel distribution of regulatory, marketing, and transactional information. Broadridge’s data and analytics solutions provide investment product distribution data, analytical tools, insights, and research to enable asset managers to optimize product distribution across retail and institutional channels globally. Through Matrix Financial Solutions, Inc. (“Matrix”), Broadridge provides mutual fund trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals.

In addition, Broadridge provides public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including a full suite of annual meeting and shareholder engagement solutions such as registered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services and environmental, social and governance solutions. Broadridge also offers disclosure solutions, including annual Securities and Exchange Commission (“SEC”) filing services and capital markets transaction services. We also provide registrar, stock transfer and record-keeping services through our transfer agency services.

We provide omni-channel customer communications solutions, which include print and digital solutions to modernize technology infrastructures, simplify communications processes, accelerate digital adoption and improve the customer experience. Through one point of integration, the Broadridge Communications CloudSM platform (the “Communications Cloud”) helps companies create, deliver, and manage their communications and customer engagement. The platform includes data-driven composition tools, identity and preference management, omni-channel optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.

•Global Technology and Operations — Broadridge’s Global Technology and Operations business provides solutions that automate the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services. Broadridge’s solutions provide automated straight through processing and enable buy and sell-side financial institutions to efficiently and cost-effectively consolidate their books and records, gather and service assets under management, focus on their core businesses, and manage risk. With Broadridge’s multi-market, multi-asset class, multi-entity and multi-currency capabilities, Broadridge provides front-to-back processing on a global basis. In addition, Broadridge provides business process outsourcing services for its buy and sell-side clients’ businesses. These services combine Broadridge’s technology with its operations expertise to support the entire trade lifecycle, including securities clearing and settlement, reconciliations, record-keeping, wealth management asset servicing, and custody-related functions.

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For capital markets firms, Broadridge provides a set of multi-asset, multi-entity and multi-currency post-trade and trading and connectivity solutions that support processing of securities transactions in equities, options, fixed income securities, foreign exchange, exchange-traded derivatives and mutual funds. Provided on a software as a service (“SaaS”) basis within large user communities, Broadridge’s technology is a global solution, processing clearance and settlement in over 100 countries. Broadridge’s solutions enable global capital markets firms to access market liquidity, drive more effective market making and efficient front-to-back trade processing. With the 2021 acquisition of Itiviti Holding AB (“Itiviti”), which is now doing business as Broadridge Trading and Connectivity Solutions (“BTCS”), Broadridge offers a set of global front-office trade order and execution management systems, connectivity and network offerings.

Broadridge’s comprehensive wealth management platform offers capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding. The wealth management platform enables full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools. Broadridge also integrates data, content and technology to drive new customer acquisition, support holistic and personalized advice and cross-sell opportunities through the creation of sales and educational content, including seminars as well as customizable advisor websites, search engine marketing and electronic and print newsletters. Broadridge’s advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.

Broadridge services the global investment management industry with a range of buy-side technology solutions such as portfolio management, compliance and fee billing and operational support solutions for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space including prime brokers, fund administrators and custodians.

B. Consolidation and Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and in accordance with SEC requirements for Quarterly Reports on Form 10-Q. These financial statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest, entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities. Intercompany balances and transactions have been eliminated. Amounts presented may not sum due to rounding. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the SEC on August 12, 2022. These Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation in accordance with GAAP of the Company’s financial position on December 31, 2022 and June 30, 2022, the results of its operations for the three and six months ended December 31, 2022 and 2021, its cash flows for the six months ended December 31, 2022 and 2021, and its changes in stockholders’ equity for the three and six months ended December 31, 2022 and 2021. Certain prior period amounts have been reclassified to conform to the current year presentation where applicable.

Beginning with the first quarter of fiscal year 2023, the Company changed reporting for segment revenues, segment earnings (loss) before income taxes, and segment amortization of acquired intangibles and purchased intellectual property to reflect the impact of actual foreign exchange rates applicable to the individual periods presented. The presentation of these metrics for the prior periods provided in this Form 10-Q has been changed to conform to the current period presentation. Total consolidated revenues and earnings before income taxes were not impacted. Please refer to Note 3, “Revenue Recognition” and Note 16, “Interim Financial Data by Segment.”

C. Securities. Securities are non-derivatives that are reflected in Other non-current assets in the Condensed Consolidated Balance Sheets, unless management intends to dispose of the investment within twelve months of the end of the reporting period, in which case they are reflected in Other current assets in the Condensed Consolidated Balance Sheets. These investments are in entities over which the Company does not have control, joint control, or significant influence. Securities that have a readily determinable fair value are carried at fair value. Securities without a readily determinable fair value are initially recognized at cost and subsequently carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in transactions for an identical or similar investment of the same issuer, such as subsequent capital raising transactions. Changes in the value of securities with or without a readily determinable fair value are recorded in the Condensed Consolidated Statements of Earnings. In determining whether a security without a readily determinable fair value is impaired, management considers qualitative factors to identify an impairment including the financial condition and near-term prospects of the issuer.

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D. Use of Estimates. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes thereto. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions and judgment that are believed to be reasonable under the circumstances. Accordingly, actual results could differ from those estimates. The use of estimates in specific accounting policies is described further in the notes to the Condensed Consolidated Financial Statements, as appropriate.

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU No. 2021-08”), which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. ASU No. 2021-08 is effective for the Company in the first quarter of fiscal year 2024. Early adoption of the amendments is permitted, including adoption in an interim period. The Company is currently assessing the impact that the adoption of ASU No. 2021-08 will have on its Condensed Consolidated Financial Statements.

NOTE 3. REVENUE RECOGNITION

ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU No. 2014-09”) outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. The core principle is that an entity recognizes revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

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The Company’s revenues from clients are primarily generated from fees for providing investor communications and technology-enabled services and solutions. Revenues are recognized for the two reportable segments as follows:

•Investor Communication Solutions—Revenues are generated primarily from processing and distributing investor communications and other related services as well as vote processing and tabulation. The Company typically enters into agreements with clients to provide services on a fee for service basis. Fees received for processing and distributing investor communications are generally variably priced and recognized as revenue over time as the Company provides the services to clients based on the number of units processed, which coincides with the pattern of value transfer to the client. Broadridge works directly with corporate issuers (“Issuers”) and mutual funds to ensure that the account holders of the Company’s bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications materials and the services are fulfilled in accordance with each Issuer’s and mutual fund’s requirements. Broadridge works directly with the Issuers and mutual funds to resolve any issues that may arise. As such, Issuers and mutual funds are viewed as the customer of the Company’s services. As a result, revenues for distribution services as well as proxy materials fulfillment services are recorded in Revenue on a gross basis with corresponding costs including amounts remitted to the broker-dealers and banks (referred to as “Nominees”) recorded in Cost of revenues. Fees for the Company’s investor communications services arrangements are typically billed and paid on a monthly basis following the delivery of the services. The Company also offers certain hosted service arrangements that can be priced on a fixed and/or variable basis for which revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client on a monthly basis based on the number of transactions processed or units delivered, in the case of variable priced arrangements, or a fixed monthly fee in the case of fixed price arrangements, in each case which coincides with the pattern of value transfer to the client. These services may be billed in a variety of payment frequencies depending on the specific arrangement.

•Global Technology and Operations—Revenues are generated primarily from fees for trade processing and related services. Revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client. The Company’s arrangements for processing and related services typically consist of an obligation to provide specific services to its clients on a when and if needed basis (a stand ready obligation) with revenue recognized from the satisfaction of the performance obligations on a monthly basis generally in the amount billable to the client. These services are generally provided under variable priced arrangements based on volume of service and can include minimum monthly usage fees. Client service agreements often include up-front consideration in addition to the recurring fee for trade processing. Up-front implementation fees, as well as certain enhancements to existing technology platforms, are deferred and recognized on a straight-line basis over the service term of the contract which corresponds to the timing of transfer of value to the client that commences after client acceptance when the processing term begins. In addition, revenue is also generated from the fulfillment of professional services engagements which are generally priced on a time and materials or fixed price basis, and are recognized as the services are provided to the client which corresponds to the timing of transfer of value to the client. Finally, the Company generally recognizes license revenues from software term licenses installed on clients’ premises upon delivery and acceptance of the software license, assuming a contract is deemed to exist, and recognizes revenue attributed to the associated software maintenance and support obligation over the contract term. Software term license revenue is not a significant portion of the Company’s revenues.

The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize:

Transaction Price

The Company allocates transaction price to the individual performance obligations within a contract. If the contracted prices reflect the relative standalone selling prices for the individual performance obligations, no allocations are made. Otherwise, the Company uses the relative selling price method to allocate the transaction price, obtained from sources such as the observable price of a good or service when the Company sells that good or service separately in similar circumstances and to similar clients. If such evidence is unavailable, the Company uses the best estimate of the selling price, which includes various internal factors such as pricing strategy and market factors. A significant portion of the Company’s performance obligations are generated from transactions with volume based fees and includes services that are delivered at the same time. The Company recognizes revenue related to these arrangements over time as the services are provided to the client. While many of the Company’s contracts contain some component of variable consideration, the Company only recognizes variable consideration that is not expected to reverse. The Company allocates variable payments to distinct services in an overall contract when the variable payment relates specifically to that particular service and for which the variable payment reflects what the Company expects to receive in exchange for that particular service. As a result, the Company generally allocates and recognizes variable consideration in the period it has the contractual right to invoice the client.

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As described above, our most significant performance obligations involve variable consideration which constitutes the majority of our revenue streams. The Company’s variable consideration components meet the criteria in ASU No. 2014-09 for exclusion from disclosure of the remaining transaction price allocated to unsatisfied performance obligations as does any contracts with clients with an original duration of one year or less. The Company has contracts with clients that vary in length depending on the nature of the services and contractual terms negotiated with the client, and they generally extend over a multi-year period.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a client, are excluded from revenue. Distribution revenues associated with shipping and handling activities are accounted for as a fulfillment activity and recognized as the related services or products are transferred to the client. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between client payment and the transfer of goods or services is expected to be one year or less.

Disaggregation of Revenue

The Company has presented below its revenue disaggregated by product line and by revenue type within each of its Investor Communication Solutions and Global Technology and Operations reportable segments.

Revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity. In addition, the level of recurring and event-driven activity the Company processes directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. Event-driven revenues are based on the number of special events and corporate transactions the Company processes. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven revenues. Distribution revenues primarily include revenues related to the physical mailing and distribution of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as Matrix administrative services.

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	Three Months Ended   December 31,				Six Months Ended   December 31,
	2022		2021		2022		2021
	(in millions)
Investor Communication Solutions
Regulatory	$	180.7	$	166.2	$	351.5	$	331.7
Data-driven fund solutions	96.4		88.5		188.9		171.8
Issuer	26.5		23.7		50.4		44.2
Customer communications	163.4		148.1		319.3		289.0
Total ICS Recurring revenues	466.9		426.5		910.1		836.7
Equity and other	25.2		24.6		54.7		52.2
Mutual funds	12.4		40.1		45.6		88.9
Total ICS Event-driven revenues	37.6		64.7		100.2		141.0
Distribution revenues	414.9		401.4		829.7		768.4
Total ICS Revenues	$	919.4	$	892.7	$	1,840.0	$	1,746.1
Global Technology and Operations
Capital markets	$	235.3	$	221.0	$	462.0	$	429.6
Wealth and investment management	138.2		145.9		274.2		276.8
Total GTO Recurring revenues	373.5		366.9		736.2		706.4
Total Revenues	$	1,292.9	$	1,259.6	$	2,576.2	$	2,452.5
Revenues by Type
Recurring revenues	$	840.4	$	793.5	$	1,646.2	$	1,543.0
Event-driven revenues	37.6		64.7		100.2		141.0
Distribution revenues	414.9		401.4		829.7		768.4
Total Revenues	$	1,292.9	$	1,259.6	$	2,576.2	$	2,452.5

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Contract Balances

The following table provides information about contract assets and liabilities:

	December 31, 2022		June 30, 2022
	(in millions)
Contract assets	$	110.2	$	118.5
Contract liabilities	$	455.9	$	414.3

Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts. Contract liabilities represent consideration received or receivable from clients before the transfer of control occurs (deferred revenue). Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period.

During the six months ended December 31, 2022, contract assets decreased due to a decrease in software term license revenues, while contract liabilities increased due to the timing of client invoices in relation to the timing of revenue recognized. The Company recognized $179.3 million of revenue during the six months ended December 31, 2022 that was included in the contract liability balance as of June 30, 2022.

NOTE 4. WEIGHTED-AVERAGE SHARES OUTSTANDING

Basic earnings per share (“EPS”) is calculated by dividing the Company’s Net earnings by the basic Weighted-average shares outstanding for the periods presented. The Company calculates diluted EPS using the treasury stock method, which reflects the potential dilution that could occur if outstanding stock options at the presented date are exercised and restricted stock unit awards have vested.

The computation of diluted EPS excluded 0.8 million options to purchase Broadridge common stock for the three months ended December 31, 2022, and 0.7 million options to purchase Broadridge common stock for the six months ended December 31, 2022, as the effect of their inclusion would have been anti-dilutive.

The computation of diluted EPS excluded less than 0.1 million options to purchase Broadridge common stock for the three months ended December 31, 2021, and less than 0.1 million options to purchase Broadridge common stock for the six months ended December 31, 2021, as the effect of their inclusion would have been anti-dilutive.

The following table sets forth the denominators of the basic and diluted EPS computations:

	Three Months Ended   December 31,		Six Months Ended   December 31,
	2022	2021	2022	2021
	(in millions)
Weighted-average shares outstanding:
Basic	117.7	116.6	117.6	116.4
Common stock equivalents	1.2	2.0	1.3	2.1
Diluted	118.9	118.7	118.9	118.5

NOTE 5. INTEREST EXPENSE, NET

Interest expense, net consisted of the following:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2022		2021		2022		2021
	(in millions)
Interest expense on borrowings	$	(36.3)	$	(22.8)	$	(64.3)	$	(45.8)
Interest income	2.1		1.5		3.3		1.8
Interest expense, net	$	(34.1)	$	(21.4)	$	(61.0)	$	(44.0)

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NOTE 6. ACQUISITIONS

Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Condensed Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the business acquired by the Company are included in the Company’s Condensed Consolidated Statements of Earnings since the respective date of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill.

During the six months ended December 31, 2022, there were no acquisitions.

During the fiscal year ended June 30, 2022, there were no material acquisitions.

NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1     Quoted market prices in active markets for identical assets and liabilities.

Level 2     Observable market-based inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3     Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 and Level 2 instruments, as applicable, based on the exchange traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and its counterparties. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.

The fair values of the contingent consideration obligations are based on a probability weighted approach derived from the estimates of earn-out criteria and the probability assessment with respect to the likelihood of achieving those criteria. The measurement is based on significant inputs that are not observable in the market; therefore, the Company classifies this liability as Level 3 in the table below.

The following tables set forth the Company’s financial assets and liabilities at December 31, 2022 and June 30, 2022, respectively, that are recorded at fair value, segregated by level within the fair value hierarchy:

	December 31, 2022
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Other current assets:
Securities	$	0.6	$	—	$	—	$	0.6
Other non-current assets:
Securities	127.7		—		—		127.7
Derivative asset	—		97.0		—		97.0
Total assets as of December 31, 2022	$	128.4	$	97.0	$	—	$	225.3
Liabilities:
Contingent consideration obligations	—		—		12.0		12.0
Total liabilities as of December 31, 2022	$	—	$	—	$	12.0	$	12.0

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	June 30, 2022
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Other current assets:
Securities	$	0.6	$	—	$	—	$	0.6
Other non-current assets:
Securities	118.0		—		—		118.0
Derivative asset	—		101.4		—		101.4
Total assets as of June 30, 2022	$	118.7	$	101.4	$	—	$	220.1
Liabilities:
Contingent consideration obligations	—		—		12.9		12.9
Total liabilities as of June 30, 2022	$	—	$	—	$	12.9	$	12.9

In addition, the Company has non-marketable securities with a carrying amount of $54.6 million and $53.4 million as of December 31, 2022 and June 30, 2022, respectively, that are classified as Level 2 financial assets and included as part of Other non-current assets on the Condensed Consolidated Balance Sheets.

The following table sets forth an analysis of changes during the three and six months ended December 31, 2022 and 2021, respectively, in Level 3 financial liabilities of the Company:

	Three Months Ended December 31,				Six Months Ended December 31,
	2022		2021		2022		2021
	(in millions)
Beginning balance	$	12.9	$	19.0	$	12.9	$	23.2
Net increase (decrease) in contingent consideration liability	(0.5)		—		(0.5)		1.1
Foreign currency impact on contingent consideration liability	(0.3)		(0.2)		(0.4)		(0.6)
Payments	—		—		—		(4.9)
Ending balance	$	12.0	$	18.8	$	12.0	$	18.8

Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments between levels. The Company’s policy is to record transfers between levels, if any, as of the beginning of the fiscal year.

NOTE 8. OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following:

	December 31, 2022		June 30, 2022
	(in millions)
Long-term investments	$	228.6	$	221.6
ROU assets (a)	211.5		222.8
Contract assets	110.2		118.5
Deferred sales commissions costs	111.9		114.2
Long-term broker fees	41.3		45.1
Deferred data center costs (b)	17.1		19.0
Other (c)	147.3		154.1
Total	$	867.9	$	895.3

_________

(a) ROU assets represent the Company’s right to use an underlying asset for the lease term.

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(b) Represents deferred data center costs associated with the Company’s information technology services agreements. Please refer to Note 14, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.

(c) Includes $97.0 million and $101.4 million derivative assets at December 31, 2022 and June 30, 2022, respectively, related to the Company’s cross-currency swap derivative contracts. Please refer to Note 14, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.

Deferred Client Conversion and Start-up Costs

Deferred client conversion and start-up costs are direct costs incurred to set up or convert a client’s systems to function with the Company’s technology. These costs are generally deferred and recognized on a straight-line basis over the service term of the arrangement to which the costs relate, which commences when the client goes live with the Company’s services. The key judgment for determining the amount of costs to be deferred relates to the extent to which such costs are recoverable. This estimate includes (i) projected future client revenues, including variable revenues, offset by an estimate of conversion costs including an estimate of onboarding costs as well as ongoing operational costs, and (ii) an estimate of the expected client life. This is also the basis for which the Company assesses such costs for impairment.

The two main categories of assets comprising Deferred client conversion and start-up costs of $1,437.9 million as of December 31, 2022 consisted of costs incurred to set-up or convert a client’s systems to function with the Company’s technology of $1,423.4 million, as well as other start-up costs of $14.5 million. Deferred client conversion and start-up costs of $1,232.3 million as of June 30, 2022 consisted of costs incurred to set-up or convert a client’s systems to function with the Company’s technology of $1,224.7 million, as well as other start-up costs of $7.7 million.

The total amount of Deferred client conversion and start-up costs and Deferred sales commission costs amortized in Operating expenses during the three months ended December 31, 2022 and 2021, were $24.1 million and $27.3 million, respectively.

The total amount of Deferred client conversion and start-up costs and Deferred sales commission costs amortized in Operating expenses during the six months ended December 31, 2022 and 2021, were $48.0 million and $50.6 million, respectively.

NOTE 9. PAYABLES AND ACCRUED EXPENSES

Payables and accrued expenses consisted of the following:

	December 31, 2022		June 30, 2022
	(in millions)
Accounts payable	$	169.8	$	244.9
Employee compensation and benefits	231.2		348.1
Accrued dividend payable	85.3		75.0
Accrued broker fees	71.8		154.1
Business process outsourcing administration fees	63.3		65.5
Customer deposits	53.8		58.7
Operating lease liabilities	39.2		45.4
Accrued taxes	46.2		40.9
Other	63.6		82.2
Total	$	824.2	$	1,114.9

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NOTE 10. BORROWINGS

Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows:

	Expiration Date	Principal amount outstanding at December 31, 2022	Carrying value at December 31, 2022	Carrying value at June 30, 2022	Unused Available Capacity	Fair Value at December 31, 2022
			(in millions)
Long-term debt
Fiscal 2021 Revolving Credit Facility:
U.S. dollar tranche	April 2026