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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2024
------------
Broadridge FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-33220
33-1151291
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)


5 Dakota Drive
Lake SuccessNew York11042
(Street Address)(City)(State)Zip Code

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

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
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





Item 2.02. Results of Operations and Financial Condition.

On November 5, 2024, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release (“Press Release”) announcing its financial results for the first quarter of fiscal year 2025 ended September 30, 2024. On November 5, 2024, the Company also posted an Earnings Webcast & Conference Call Presentation (the “Earnings Presentation”), dated November 5, 2024, on the Company’s Investor Relations website at www.broadridge-ir.com.

Copies of the Press Release and Earnings Presentation are being furnished as Exhibits 99.1 and 99.2, attached hereto, respectively, and are incorporated herein by reference. The information furnished pursuant to Items 2.02 and 9.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements
This current report on Form 8-K 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. 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;
•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 our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the Securities and Exchange Commission


on August 6, 2024 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 Current Report on Form 8-K and are expressly qualified in their entirety by the cautionary statements included in this Current Report on Form 8-K. 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.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 5, 2024
BROADRIDGE FINANCIAL SOLUTIONS, INC.
By:/s/ Ashima Ghei
     Ashima Ghei
  Vice President and Interim
   Chief Financial Officer

    


Broadridge Reports First Quarter Fiscal 2025 Results
Recurring revenues grew 3%; up 4% constant currency
Closed sales rose 21% to $57 million
Diluted EPS was $0.68 and Adjusted EPS was $1.00
Raising FY’25 guidance to include 6-8% Recurring revenue growth constant currency;
reaffirming 8-12% Adjusted EPS growth
NEW YORK, N.Y., November 5, 2024 - Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the first quarter ended September 30, 2024 of its fiscal year 2025. Results compared with the same period last year were as follows:
Summary Financial ResultsFirst Quarter
Dollars in millions, except per share data

20252024Change
Recurring revenues$900$8713 %
     Constant currency growth (Non-GAAP)4 %
Total revenues$1,423$1,431(1 %)
Operating income$134$148(9 %)
     Margin9.4 %10.4 %
Adjusted Operating income (Non-GAAP)$185$199(7 %)
     Margin (Non-GAAP)13.0 %13.9 %
Diluted EPS $0.68$0.76(11 %)
Adjusted EPS (Non-GAAP)$1.00$1.09(8 %)
Closed sales$57$4821 %

“Broadridge’s first quarter results keep us on track to deliver a strong fiscal year 2025,” said Tim Gokey, Broadridge CEO. “In a seasonally small quarter, Recurring revenue constant currency grew 4% and Adjusted EPS was $1.00. Closed sales rose 21%, highlighting continued strong demand for our solutions.

“We continue to execute on our strategy to democratize and digitize investing, simplify and innovate trading, and modernize wealth management. That execution is driving our results in the form of strong sales, a growing sales pipeline, and continued product innovation,” he continued.

“We are raising our Fiscal Year 2025 outlook for Recurring revenue growth to 6-8%, reflecting strong organic growth and our recently closed acquisition of SIS. We are also reaffirming our guidance of 8-12% Adjusted EPS growth and strong Closed sales of $290-330 million,” Mr. Gokey concluded.







Fiscal Year 2025 Financial Guidance
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 FY’25 GuidanceUpdates
Recurring revenue growth constant currency (Non-GAAP)6 - 8%Previously 5-7%
Adjusted Operating income margin (Non-GAAP)~20%No Change
Adjusted Earnings per share growth (Non-GAAP)8 - 12%No Change
Closed sales$290 - $330MNo Change
Financial Results for First Quarter Fiscal Year 2025 compared to First Quarter Fiscal Year 2024
•Total revenues decreased 1% to $1,423 million from $1,431 million.
◦Recurring revenues increased $29 million, or 3%, to $900 million. Recurring revenue growth constant currency (Non-GAAP) was 4%, driven by Net New Business in ICS and Internal Growth in GTO.
◦Event-driven revenues decreased $24 million, or 28%, to $63 million, driven by lower corporate action activity and lower volume of mutual fund proxy communications.
◦Distribution revenues decreased $13 million, or 3%, to $460 million, driven by lower volume of event-driven mailings partially offset by the postage rate increase of approximately $23 million.
•Operating income was $134 million, a decrease of $14 million, or 9%. Operating income margin decreased to 9.4%, compared to 10.4% for the prior year period, primarily due to lower event-driven revenues partially offset by higher Recurring revenues.
◦Adjusted Operating income was $185 million, a decrease of $14 million, or 7%. Adjusted Operating income margin was 13.0% compared to 13.9% for the prior year period. The combination of lower distribution revenue and modestly higher float income negatively impacted margins by 30 basis points.
•Interest expense, net was $32 million, a decrease of $1 million, primarily due to a decrease in average borrowings.
•The effective tax rate was 20.4% compared to 19.5% in the prior year period. The effective tax rate for the three months ended September 30, 2024 was primarily driven by a decrease in discrete tax benefits relative to pre-tax income due to a lower excess tax benefit related to equity compensation.
•Net earnings decreased 12% to $80 million and Adjusted Net earnings decreased 9% to $118 million.
◦Diluted earnings per share decreased 11% to $0.68, compared to $0.76 in the prior year period, and
◦Adjusted earnings per share decreased 8% to $1.00, compared to $1.09 in the prior year period.
Segment and Other Results for First Quarter Fiscal Year 2025 compared to First Quarter Fiscal Year 2024
Investor Communication Solutions (“ICS”)
•Total revenues were $1,016 million, a decrease of $13 million, or 1%.
◦Recurring revenues increased $24 million or 5%, to $493 million. Recurring revenue growth constant currency (Non-GAAP) was 5%, driven by Net New Business.
◦By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:
▪Regulatory rose 6% and 6%, respectively, which included the impact of equity position growth of 3% and mutual fund/ETF position growth of 6%.
▪Data-driven fund solutions rose 6% and 6%, respectively, driven primarily by growth in our global distribution insights and retirement and workplace products.
▪Issuer rose 8% and 8%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions products.
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▪Customer communications rose 3% and 3%, respectively, driven by growth in print revenues and digital communications.
◦Event-driven revenues decreased $24 million, or 28%, to $63 million, driven by lower corporate action activity and lower volume of mutual fund proxy communications.
◦Distribution revenues decreased $13 million, or 3%, to $460 million, driven by lower volume of event-driven mailings partially offset by the postage rate increase of approximately $23 million.
•Earnings before income taxes decreased by $19 million, or 16%, to $97 million, as the benefit from higher Recurring revenue was more than offset by lower event-driven revenue. Operating expenses rose 1%, or $6 million to $919 million as lower distribution volumes more than offset the impact of the postage rate increase.
•Pre-tax margins decreased to 9.5% from 11.2% in the prior period.
Global Technology and Operations (“GTO”)
•Recurring revenues were $407 million, an increase of $5 million, or 1%. Recurring revenue growth constant currency (Non-GAAP) was 2%, all organic, driven by Internal Growth. Net New Business was flat as revenue from new sales was offset by losses.
•By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Capital Markets rose 5% and 5%, respectively, driven by Net New Business and Internal Growth. Internal Growth benefited from higher trading volumes.
◦Wealth and Investment Management declined 5% and 4%, respectively, driven primarily by the ongoing impact of a large client loss which reduced revenue growth by approximately 10 points.
•Earnings before income taxes were $47 million, an increase of $14 million, or 41% from a combination of higher revenues and lower expenses, including lower labor costs.
•Pre-tax margins increased to 11.6% from 8.4%.
Other
•Loss before income tax increased to $44 million from $36 million in the prior year period, primarily due to higher compensation and other Corporate expenses, including Acquisition and Integration Costs of $2 million.
Acquisition of SIS
On November 1, 2024, the Company completed the acquisition of Kyndryl’s Securities Industry Services (“SIS”) business (“SIS Business”) to provide wealth management, capital markets, and information technology solutions in Canada, expanding the Company’s product offerings in the GTO reportable segment. The total purchase price, translated to U.S. dollars, was approximately $185 million.
Earnings Conference Call
An analyst conference call will be held today, November 5, 2024 at 8:30 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the live event and access the slide presentation, visit Broadridge’s Investor Relations website at www.broadridge-ir.com prior to the start of the webcast. To listen to the call, investors may also dial 1-877-328-2502 within the United States and international callers may dial 1-412-317-5419. A replay of the webcast will be available and can be accessed in the same manner as the live webcast at the Broadridge Investor Relations site. Through November 12, 2024, the recording will also be available by dialing 1-877-344-7529 within the United States or 1-412-317-0088 for international callers, using passcode 7370329 for either dial-in number.
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Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures
The Company’s results in this press release are presented in accordance with U.S. GAAP except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Free cash flow, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.
The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.
Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share
These Non-GAAP measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items:
(i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company’s acquisition activities
(ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company’s acquisition activities.
We exclude Acquisition and Integration Costs from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.
We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
Free cash flow
In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures as well as Software purchases and capitalized internal use software.


4



Recurring revenue growth constant currency
As a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. The exclusion of the impact of foreign currency exchange fluctuations from our Recurring revenue growth, or what we refer to as amounts expressed “on a constant currency basis,” is a Non-GAAP measure. We believe that excluding the impact of foreign currency exchange fluctuations from our Recurring revenue growth provides additional information that enables enhanced comparison to prior periods.
Changes in Recurring revenue growth expressed on a constant currency basis are presented excluding the impact of foreign currency exchange fluctuations. To present this information, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year.
Forward-Looking Statements
This press release and other written or oral statements made from time to time by representatives of Broadridge 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 in the “Fiscal Year 2025 Financial Guidance” section and statements about our three-year objectives are 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. These risks and uncertainties include those risk factors described and discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2024 (the “2024 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by reference to the factors discussed in the 2024 Annual Report.
These risks 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;
•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
5



statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.
Broadridge disclaims 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.
About Broadridge
Broadridge Financial Solutions (NYSE: BR), a global Fintech leader with over $6 billion in revenues, provides the critical infrastructure that powers investing, corporate governance and communications to enable better financial lives. We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers and public companies. Broadridge's infrastructure serves as a global communications hub enabling corporate governance by linking thousands of public companies and mutual funds to tens of millions of individual and institutional investors around the world. In addition, Broadridge's technology and operations platforms underpin the daily trading of on average more than U.S. $10 trillion of equities, fixed income and other securities globally. A certified Great Place to Work®, Broadridge is a part of the S&P 500® Index, employing over 14,000 associates in 21 countries. For more information about Broadridge, please visit www.broadridge.com.
Contact Information    
Investors
broadridgeir@broadridge.com

Media
Gregg.rosenberg@broadridge.com


6




Condensed Consolidated Statements of Earnings
(Unaudited)

In millions, except per share amounts

Three Months Ended September 30,
20242023
Revenues$1,422.9 $1,431.1 
Operating expenses:
      Cost of revenues1,075.0 1,075.3 
      Selling, general and administrative expenses213.4 207.3 
      Total operating expenses1,288.4 1,282.6 
Operating income134.4 148.4 
Interest expense, net(32.3)(33.4)
Other non-operating income (expenses), net(1.9)(2.1)
Earnings before income taxes100.3 112.9 
Provision for income taxes20.5 22.0 
Net earnings$79.8 $90.9 
Basic earnings per share$0.68 $0.77 
Diluted earnings per share$0.68 $0.76 
Weighted-average shares outstanding:
      Basic116.9 117.9 
      Diluted118.1 119.2 

Amounts may not sum due to rounding.
7

        
Condensed Consolidated Balance Sheets
(Unaudited)
In millions, except per share amounts


September 30, 2024June 30,
2024
Assets
Current assets:
Cash and cash equivalents$292.8 $304.4 
Accounts receivable, net of allowance for doubtful accounts of $10.3 and $9.7, respectively
895.3 1,065.6 
Other current assets162.2 170.9 
Total current assets1,350.2 1,540.9 
Property, plant and equipment, net160.3 162.2 
Goodwill3,511.7 3,469.4 
Intangible assets, net1,265.4 1,307.2 
Deferred client conversion and start-up costs882.0 892.1 
Other non-current assets847.4 870.6 
Total assets$8,017.1 $8,242.4 
Liabilities and Stockholders’ Equity
Current liabilities:
Payables and accrued expenses$771.4 $1,194.4 
Contract liabilities201.1 227.4 
Total current liabilities972.4 1,421.8 
Long-term debt3,585.9 3,355.1 
Deferred taxes256.3 277.3 
Contract liabilities457.4 469.2 
Other non-current liabilities538.5 550.9 
Total liabilities5,810.7 6,074.2 
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none
— — 
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 154.5 and 154.5 shares, respectively; outstanding, 116.9 and 116.7 shares, respectively
1.6 1.6 
Additional paid-in capital1,580.3 1,552.5 
Retained earnings3,412.0 3,435.1 
Treasury stock, at cost: 37.6 and 37.8 shares, respectively
(2,484.9)(2,489.2)
Accumulated other comprehensive income (loss)(302.5)(331.7)
Total stockholders’ equity2,206.4 2,168.2 
Total liabilities and stockholders’ equity$8,017.1 $8,242.4 

Amounts may not sum due to rounding.
8

Condensed Consolidated Statements of Cash Flows
(Unaudited)
In millions


Three Months Ended 
 September 30,
20242023
Cash Flows From Operating Activities
Net earnings$79.8 $90.9 
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization32.3 29.4 
Amortization of acquired intangibles and purchased intellectual property48.2 50.8 
Amortization of other assets42.8 39.3 
Write-down of long-lived assets and related charges0.1 5.6 
Stock-based compensation expense14.9 16.4 
Deferred income taxes(17.3)2.2 
Other(7.6)(15.3)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
               Accounts receivable, net179.8 68.4 
               Other current assets8.7 (8.6)
               Payables and accrued expenses(453.7)(294.2)
               Contract liabilities(21.8)(7.8)
               Other non-current assets(28.7)(38.8)
               Other non-current liabilities(3.0)(0.3)
Net cash flows from operating activities(125.5)(62.0)
Cash Flows From Investing Activities
Capital expenditures(7.9)(4.7)
Software purchases and capitalized internal use software(24.2)(9.7)
Acquisitions, net of cash acquired(8.0)— 
Net cash flows from investing activities(40.1)(14.4)
Cash Flows From Financing Activities
Debt proceeds470.0 462.7 
Debt repayments(240.0)(192.7)
Dividends paid(93.4)(85.6)
Purchases of Treasury stock(0.3)(161.1)
Proceeds from exercise of stock options17.8 37.7 
Other financing activities(2.3)(3.7)
Net cash flows from financing activities151.8 57.3 
Effect of exchange rate changes on Cash and cash equivalents2.1 0.8 
Net change in Cash and cash equivalents(11.6)(18.3)
Cash and cash equivalents, beginning of period304.4 252.3 
Cash and cash equivalents, end of period$292.8 $234.0 

Amounts may not sum due to rounding.
9


Segment Results
(Unaudited)
In millions

Three Months Ended 
 September 30,
20242023
Revenues
Investor Communication Solutions$1,015.6 $1,028.6 
Global Technology and Operations407.2 402.4 
Total$1,422.9 $1,431.1 
Earnings before Income Taxes
Investor Communication Solutions$96.5$115.2
Global Technology and Operations47.433.7
Other(43.7)(36.0)
Total$100.3$112.9
Pre-tax margins:
Investor Communication Solutions9.5 %11.2 %
Global Technology and Operations11.6 %8.4 %
Amortization of acquired intangibles and purchased intellectual property
Investor Communication Solutions$11.6 $11.4 
Global Technology and Operations36.6 39.4 
       Total$48.2 $50.8 
Amounts may not sum due to rounding.






10


Supplemental Reporting Detail - Additional Product Line Reporting
(Unaudited)

In millions

Three Months Ended 
 September 30,
20242023% Change
Investor Communication Solutions
Regulatory
$189.9 $179.4 6 %
Data-driven fund solutions
108.0 101.8 6 %
Issuer
30.9 28.5 8 %
Customer communications
164.2 159.1 3 %
         Total ICS Recurring revenues493.1 468.8 5 %
Equity and other21.1 40.8 (48 %)
Mutual funds41.9 46.1 (9 %)
         Total ICS Event-driven revenues63.0 86.9 (28 %)
Distribution revenues459.5 473.0 (3 %)
Total ICS Revenues$1,015.6 $1,028.6 (1 %)
Global Technology and Operations
Capital markets
$261.0 $248.5 5 %
Wealth and investment management
146.2 153.9 (5 %)
         Total GTO Recurring revenues407.2 402.4 1 %
         Total Revenues$1,422.9 $1,431.1 (1 %)
Revenues by Type
Recurring revenues$900.3 $871.2 3 %
Event-driven revenues63.0 86.9 (28 %)
Distribution revenues459.5 473.0 (3 %)
         Total Revenues$1,422.9 $1,431.1 (1 %)

Amounts may not sum due to rounding.















11



Select Operating Metrics
(Unaudited)
In millions
Three Months Ended
September 30,
20242023Change
Closed sales (a)$57.5$47.621 %
Record Growth (b)
Equity positions (Stock records)3 %8 %
Mutual fund/ETF positions (Interim records)6 %3 %
Internal Trade Growth (c)10 %15 %
Amounts may not sum due to rounding.

(a) Refer to the “Results of Operations” section of Broadridge’s Form 10-Q for a description of Closed sales and its calculation.
(b) Record Growth is comprised of stock record growth and interim record growth. Stock record growth (also referred to as ”SRG” or “equity position growth”) measures the estimated annual change in positions eligible for equity proxy materials. Interim record growth (also referred to as “IRG” or “mutual fund/ETF position growth”) measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.
(c) Represents the estimated change in daily average trade volumes for clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods.




12


Reconciliation of Non-GAAP to GAAP Measures
(Unaudited)
In millions, except per share amounts


Three Months Ended 
 September 30,
20242023
Reconciliation of Adjusted Operating Income
Operating income (GAAP)$134.4$148.4
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property48.250.8
Acquisition and Integration Costs2.2—
Adjusted Operating income (Non-GAAP)$184.8$199.3
Operating income margin (GAAP)9.4%10.4%
Adjusted Operating income margin (Non-GAAP)13.0%13.9%
Reconciliation of Adjusted Net earnings
Net earnings (GAAP)$79.8 $90.9 
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property48.2 50.8 
Acquisition and Integration Costs2.2 — 
     Subtotal of adjustments50.3 50.8 
Tax impact of adjustments (a)(11.9)(12.2)
Adjusted Net earnings (Non-GAAP)$118.3 $129.6 
Reconciliation of Adjusted EPS
Diluted earnings per share (GAAP)$0.68 $0.76 
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property0.41 0.43 
Acquisition and Integration Costs0.02 — 
     Subtotal of adjustments0.43 0.43 
Tax impact of adjustments (a)(0.10)(0.10)
Adjusted earnings per share (Non-GAAP)$1.00 $1.09 
(a) Calculated using the GAAP effective tax rate, adjusted to exclude $3.1 million and $5.0 million of excess tax benefits associated with stock-based compensation for the three months ended September 30, 2024, and 2023, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

Three Months Ended September 30,
20242023
Reconciliation of Free cash flow
Net cash flows from operating activities (GAAP)$(125.5)$(62.0)
Capital expenditures and Software purchases and capitalized internal use software(32.1)(14.4)
Free cash flow (Non-GAAP)$(157.6)$(76.4)
13


Reconciliation of Recurring Revenue Growth Constant Currency
Three Months Ended September 30, 2024
Investor Communication SolutionsRegulatoryData-Driven Fund SolutionsIssuerCustomer Comms. Total
Recurring revenue growth (GAAP)6 %6 %8 %3 %5 %
Impact of foreign currency exchange0 %0 %0 %0 %0 %
Recurring revenue growth constant currency (Non-GAAP)6 %6 %8 %3 %5 %


Three Months Ended September 30, 2024
Global Technology and OperationsCapital MarketsWealth and Investment ManagementTotal
Recurring revenue growth (GAAP)5 %(5 %)1 %
Impact of foreign currency exchange0 %1 %0 %
Recurring revenue growth constant currency (Non-GAAP)5 %(4 %)2 %

Three Months Ended September 30, 2024
ConsolidatedTotal
Recurring revenue growth (GAAP)3 %
Impact of foreign currency exchange0 %
Recurring revenue growth constant currency (Non-GAAP)4 %

Amounts may not sum due to rounding.




14


Fiscal Year 2025 Guidance
Reconciliation of Non-GAAP to GAAP Measures
Adjusted Earnings Per Share Growth and Adjusted Operating Income Margin
(Unaudited)

FY25 Recurring revenue growth
Impact of foreign currency exchange (a)(0.5%) - 0%
Recurring revenue growth constant currency (Non-GAAP)6 - 8%
FY25 Adjusted Operating income margin (b)
Operating income margin % (GAAP)~17%
Adjusted Operating income margin % (Non-GAAP)~20%
FY25 Adjusted earnings per share growth rate (c)
Diluted earnings per share (GAAP)20 - 25% growth
Adjusted earnings per share (Non-GAAP)8 - 12% growth
    
(a) Based on forward rates as of September 2024.
(b) Adjusted Operating income margin guidance (Non-GAAP) is adjusted to exclude the approximately $200 million impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs.
(c) Adjusted earnings per share growth guidance (Non-GAAP) is adjusted to exclude the approximately $1.35 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, and is calculated using diluted shares outstanding.





15

Powering and transforming financial markets Earnings Conference Call Fiscal First Quarter 2025 November 5, 2024 EXHIBIT 99.2

 
1 Forward-Looking Statements This presentation and other written or oral statements made from time to time by representatives of Broadridge Financial Solutions, Inc. ("Broadridge" or the "Company") contains “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 in the “Fiscal Year 2025 Guidance” section and statements about our three-year objectives are 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. These risks and uncertainties include those risk factors described and discussed in Part I, “Item 1A. Risk Factors” of the Annual Report on Form 10-K for the year ended June 30, 2024 (the “2024 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this presentation and are expressly qualified in their entirety by reference to the factors discussed in the 2024 Annual Report. These risks 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; • 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. Broadridge disclaims 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.

 
2 Use of Non-GAAP financial measures, KPIs and foreign exchange rates Use of Non-GAAP Financial Measures This presentation includes certain Non-GAAP financial measures including Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share (“EPS”), Free cash flow, Free cash flow conversion, and Recurring revenue growth constant currency. Please see the “Explanation of Non-GAAP Measures and Reconciliation of GAAP to Non-GAAP Measures” section of this presentation for more information on Broadridge’s use of Non-GAAP measures and reconciliations to GAAP measures. Key Performance Indicators Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance. These performance indicators include Revenues and Recurring revenue, as well as Non-GAAP measures of Adjusted Operating income, Adjusted Net earnings, Adjusted EPS, Free cash flow, Free cash flow conversion, Recurring revenue growth constant currency, and Closed sales. In addition, management focuses on select operating metrics specific to Broadridge of Record Growth, which is comprised of Stock Record Growth (also referred to as “SRG” or “equity position growth”) and Interim Record Growth (also referred to as “IRG” or “mutual fund/ETF position growth”), and Internal Trade Growth (“ITG”). Please refer to Item 2. Management’s Discussion and Analysis of Financial Condition of the 2024 Annual Report for a discussion of Revenues, Recurring revenue, Record Growth and Internal Trade Growth in the “Key Performance Indicators” section and the “Results of Operations” section for a description of Closed sales. Foreign Exchange Rates Beginning with the first quarter of fiscal year 2023, the Company changed reporting for segment revenues, segment earnings (loss) before income taxes, segment amortization of acquired intangibles and purchased intellectual property, and Closed sales to reflect the impact of actual foreign exchange rates applicable to the individual periods presented. The presentation of these metrics for the prior periods has been changed to conform to the current period presentation. Total consolidated revenues and earnings before income taxes were not impacted. Notes on Presentation Amounts presented in this presentation may not sum due to rounding. All FY’24 and FY’25 Recurring revenue dollar amounts shown in this presentation are GAAP. Recurring revenue growth percentages for FY’23, FY’24 and FY’25 Guidance are shown as constant currency (Non- GAAP). Recurring revenue growth percentages for FY’20, FY’21 and FY’22 are calculated based on constant foreign currency exchange rates used for internal management reporting as described in the Company’s segment footnote within its Form 10-K for each respective year. Use of Material Contained Herein The information contained in this presentation is being provided for your convenience and information only. This information is accurate as of the date of its initial presentation. If you plan to use this information for any purpose, verification of its continued accuracy is your responsibility. Broadridge assumes no duty to update or revise the information contained in this presentation.

 
3 Key messages Broadridge delivered solid Q1’25 results, including 4% Recurring revenue growth constant currency, $1.00 of Adjusted EPS and record Closed sales Broadridge is executing on its growth strategy across Governance, Capital Markets, and Wealth & Investment Management We are strengthening our business with tuck-in M&A investments, including the acquisition of Kyndryl’s SIS business which closed on November 1, 2024 Broadridge is on track to deliver strong FY’25 results and we are raising our guidance for Recurring revenue growth constant currency to 6-8% and reaffirming our guidance for 8-12% Adjusted EPS growth and strong Closed sales We remain on track to achieve our three-year financial objectives, including 7-9% Recurring revenue growth and 8-12% Adjusted EPS growth 1 2 3 4 5

 
4 Broadridge is executing across Governance, Capital Markets, and Wealth & Investment Management Governance Capital Markets Wealth & Investment Mgmt. $493M +5% YoY $261M +5% YoY $146M (4%) YoY • ICS Recurring revenue growth driven by strength in Data-Driven Fund and Issuer Solutions • Equity and fund position growth remained healthy and in-line with our forecast for mid-to-high single digit growth for FY’25 • Higher trading volume and new sales driving Capital Markets growth. Launch of Tradeverse highlights continued innovation • Healthy underlying Recurring revenue growth in Wealth Management offset by impact of E-Trade deconversion • Acquisition of SIS will enable Broadridge to drive more innovation in Canada • $57 million in Closed sales marks strong start to FY’25 Recurring revenue $ in millions. Growth rates in constant currency. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28 Q1’25 Highlights

 
5 Broadridge delivered solid first quarter financial results We are executing on our long-term growth plan, including enabling investor participation, driving digitization, delivering innovation, and adapting to regulatory change Our focus on addressing long-term challenges has enabled Broadridge to become a trusted and transformative partner for clients and drive steady and sustainable top- and bottom-line growth Broadridge remains well-positioned to deliver strong top- and bottom-line results in FY’25 and on track to achieve its three-year financial objectives 1 2 3 4 Broadridge remains well-positioned for long-term growth

 
6 Summary financial results FIRST QUARTER $ in millions, except per share data 2025 2024 Inc./(Dec.) Recurring revenues $900 $871 3% Total revenues 1,423 1,431 (1%) Operating income 134 148 (9%) Adjusted Operating income (Non-GAAP) 185 199 (7%) Diluted earnings per share $0.68 $0.76 (11%) Adjusted earnings per share (Non-GAAP) $1.00 $1.09 (8%) Closed sales $57 $48 21% Constant currency growth (Non-GAAP) 4% Adjusted Operating income margin (Non-GAAP) 13.0% 13.9% (90 bps) Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28

 
7 4% 8% 9% 9% 6% 6% 2% 7% FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 Guidance 16% 10% 9% First quarter 2025 Recurring revenues Q1 RECURRING REVENUES FISCAL YEAR RECURRING REVENUE GROWTH Q1'24 Q1'25 $900 +4% $ in millions; growth in constant currency Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28 Acquisitions Organic growth 6% 6-8% 10%

 
8 First quarter 2025 segment Recurring revenues $164 $31 $108 $190 Q1'24 Q1'25 Regulatory Customer Comms. Data-Driven Fund Solutions Issuer 8% 3% 6% 6% ICS RECURRING REVENUES GTO RECURRING REVENUES $493 $ in millions; growth in constant currency +5% +2% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28 $146 $261 Q1'24 Q1'25 Capital Markets Wealth & Investment Management $407 5% (4%)

 
9 8% 6% 5% 7% 3%3% 5% (1%) 6% 6% Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Key volume drivers: position and trade growth 15% 12% 11% 15% 10% INTERNAL TRADE GROWTH EQUITY & MUTUAL FUND/ETF POSITION GROWTH 1. Q1’24 equity position growth represented 6% of total fiscal year 2024 positions. Q2’24: 9% | Q3’24: 30% | Q4’24: 55% 2. Reflects position growth processed in the same time period of both years. Therefore, quarterly and annual data may not align. 3. Represents the estimated change in daily trade volumes for clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods. ITG 3 FY’23 FY’24 6% 3% 9% 8% 13%4% 10% 10Y Avg. 7% 7% 2 1,2

 
10 $871 Q1'24 Recurring revenues Closed Sales Client Losses Internal Growth Acquisitions Q1'25 Rec. Rev. Constant Currency FX Q1'25 Recurring revenues RECURRING REVENUE GROWTH CONSTANT CURRENCY WAS 4% First quarter 2025 Recurring revenue growth drivers ICS $469M 7 pts (2) pts 0 pts 0 pts 5% (0) pts $493M GTO $402M 5 pts (5) Pts 2 pts 0 pts 2% (0) pts $407M 6 pts (4) pts 1 pts 0 pts 3% (0) pts 4% Organic Growth: 5 pts $ in millions. Pts contribution to growth Organic Growth: 2 pts Organic Growth: 3 pts $900

 
11 FIRST QUARTER 2025 TOTAL REVENUE GROWTH DRIVERS $87 $55 $67 $63 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 $61M FY’18-FY’24 QUARTERLY AVERAGE First quarter 2025 Total revenue growth drivers $1,431 Q1'24 Total Revenues Recurring Event-Driven Distribution FX Q1'25 Total Revenues QUARTERLY EVENT-DRIVEN REVENUES 2 pts (2 pts) (1 pt) (1%) (0 pt) $76 $ in millions. Pts contribution to growth $1,423

 
12 Operating income margin and Adjusted Operating income margin 17.5% 18.1% 18.7% 19.8% FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 Guidance 13.3% 15.4% 15.6%9.4%10.4% Q1'24 Q1'25 +60 bps +60 bps OPERATING INCOME MARGIN ADJUSTED OPERATING INCOME MARGIN (NON- GAAP) 13.0% +110 bps ~20.0% 13.9% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28 +20 bps Q1’25 OPERATING INCOME FISCAL YEAR OPERATING INCOME 20.0% 13.6%13.8% +40 bps

 
13 85% 84% 48% 90% 102% FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 (E) Free cash flow $ in millions ($76) ($158) Q1'24 Q1'25 Q1’25 FREE CASH FLOW FISCAL YEAR FREE CASH FLOW CONVERSION 1. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 28 2. Free cash flow conversion equals annual Free cash flow divided by Adjusted Net earnings 1 2 95% – 105%

 
14 FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 Guidance Closed sales $ in millions $246 Q1'24 Q1'25 $48 $57 $342 $280 CLOSED SALES $231 $290 – $330 $224

 
15 $93 FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 (E) $8 M&A Client Platform Investments CapEx and Software SELECT USES OF CASH Q1’25 TOTAL CAPITAL RETURNS Capital allocation $ in millions, except per share data $2.16 $2.30 $2.56 $2.90 $3.20 $3.52 11% 6% 11% 13% 10% 10% DIVIDENDS PER SHARE 2 1. Includes Software purchases and capitalized internal use software 2. Net investments on new client conversions, including development of platform capabilities 3. Includes acquisitions and minority investments 1 $6 $32 $1933 6 4. Total capital returns include dividends and share repurchases net of option proceeds. FY’25 annual dividend amount subject to Board declaration. GROWTH $253$248 $312 4 $781FY’25 YTD Dividends Paid11/1/24 Acquisition of SIS $269

 
16 Fiscal year 2025 guidance FY’25 GUIDANCE UPDATES Recurring revenue growth constant currency (Non-GAAP) 6 – 8% Previously 5 – 7% Adjusted Operating income margin (Non-GAAP) ~20% No Change Adjusted earnings per share growth (Non-GAAP) 8 – 12% No Change Closed sales $290 – $330M No Change

 
Appendix

 
18 Supplemental reporting detail ‒ product line reporting (Unaudited) 2023 2024 2025 Q1% Dollars in millions FY Q1 Q2 Q3 Q4 FY Q1 Growth Investor Communication Solutions ("ICS") Regulatory $1,141 $179 $195 $345 $477 $1,196 $190 6% Data-driven fund solutions 404 102 105 106 122 435 108 6% Issuer 243 29 31 60 141 260 31 8% Customer communications 673 159 163 191 171 683 164 3% Total ICS Recurring revenues 2,461 469 493 701 910 2,574 493 5% Equity and other 117 41 22 46 42 151 21 (48)% Mutual funds 94 46 33 21 34 134 42 (9)% Total ICS Event-driven revenues 211 87 55 67 76 285 63 (28)% Distribution revenues 1,863 473 451 533 542 1,999 460 (3)% Total ICS Revenues $4,536 $1,029 $1,000 $1,301 $1,528 $4,858 $1,016 (1)% Global Technology and Operations (“GTO”) Capital markets $965 $249 $262 $266 $272 $1,049 $261 5% Wealth and investment management 560 154 143 159 143 600 146 (5)% Total GTO Recurring revenues 1,525 402 405 425 416 1,649 407 1% Total Revenues $6,061 $1,431 $1,405 $1,726 $1,944 $6,507 $1,423 (1)% Revenues by type Recurring revenues $3,987 $871 $899 $1,126 $1,326 $4,223 $900 3% Event-driven revenues 211 87 55 67 76 285 63 (28)% Distribution revenues 1,863 473 451 533 542 1,999 460 (3)% Total Revenues $6,061 $1,431 $1,405 $1,726 $1,944 $6,507 $1,423 (1)%

 
19 FY’24 – FY’26 long-term growth objectives FY’24 – FY’26 (CAGR) Organic Recurring revenue growth 5-8% Recurring revenue growth constant currency (Non-GAAP) 7-9% Adjusted Operating income margin expansion (bps/year) (Non-GAAP) 50+ Adjusted earnings per share growth (Non-GAAP) 8-12% Note: AOI margin expansion excludes impact of float and distribution revenue

 
Explanation of non-GAAP measures and reconciliation of GAAP to non- GAAP measures

 
21 Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures The Company’s results in this presentation are presented in accordance with U.S. generally accepted accounting principles ("GAAP") except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Free cash flow, Free cash flow conversion, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results. The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non- GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation. Reconciliations of Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the tables that are part of this presentation. Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings, and Adjusted Earnings Per Share These Non-GAAP measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items, the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company's acquisition activities. (ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company’s acquisition activities. (iii) Restructuring and Other Related Costs. which represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas. (iv) Litigation Settlement Charges, which represent the reserve established during the third and fourth quarter of fiscal year 2024 related to the settlement of claims. (v) Russia-Related Exit Costs, which are direct and incremental costs associated with the Company’s wind down of business activities in Russia in response to Russia’s invasion of Ukraine, including relocation-related expenses of impacted associates. (vi) Real Estate Realignment and Covid-19 Related Expenses. Real Estate Realignment Expenses are expenses associated with the exit of certain of the Company’s leased facilities in response to the Covid-19 pandemic, which consist of the impairment of certain right of use assets, leasehold improvements and equipment, as well as other related facility exit expenses directly resulting from, and attributable to, the exit of these leased facilities. Covid-19 Related Expense are direct and incremental expenses incurred by the Company to protect the health and safety of Broadridge associates during the Covid-19 outbreak, including expenses associated with monitoring the temperatures for associates entering our facilities, enhancing the safety of our office environment in preparation for workers to return to Company facilities on a more regular basis, ensuring proper social distancing in our production facilities, personal protective equipment, enhanced cleaning measures in our facilities, and other safety related expenses (vii) Investment Gains, which represent non-operating, non-cash gains on privately held investments. (viii) Software Charge, which represents a charge related to an internal use software product that is no longer expected to be used (ix) Gain on Acquisition-Related Financial Instrument, which represents a non-operating gain on a financial instrument designed to minimize the Company's foreign exchange risk associated with the Itiviti acquisition, as well as certain other non-operating financing costs associated with the Itiviti acquisition. (x) IBM Private Cloud Charges, which represent a charge on the hardware assets transferred to IBM and other charges related to the IBM Private Cloud Agreement; and (xi) Gain on Sale of a Joint Venture Investment, which represents a non-operating, cash gain on the sale of one of the Company’s joint venture investments. Non-GAAP measures

 
22 We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, Litigation Settlement Charges, Russia-Related Exit Costs, Real Estate Realignment and Covid-19 Related Expenses, Investment Gains, the Software Charge, Gain on Acquisition-Related Financial Instrument, IBM Private Cloud Charges and Gain on Sale of a Joint Venture Investment from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance. We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets. Free cash flow and Free cash flow conversion In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non- GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities plus Proceeds from asset sales, less Capital expenditures as well as Software purchases and capitalized internal use software. Free cash flow conversion is calculated as Free cash flow divided by Adjusted Net earnings for the given period. Recurring revenue growth constant currency As a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. The exclusion of the impact of foreign currency exchange fluctuations from our Recurring revenue growth, or what we refer to as amounts expressed “on a constant currency basis”, is a Non-GAAP measure. We believe that excluding the impact of foreign currency exchange fluctuations from our Recurring revenue growth provides additional information that enables enhanced comparison to prior periods. Changes in Recurring revenue growth expressed on a constant currency basis are presented excluding the impact of foreign currency exchange fluctuations. To present this information, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year. Reconciliations of such Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the tables that are part of this presentation. Non-GAAP measures

 
23 Three Months Ended September 30, 2024 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 6% 6% 8% 3% 5% Impact of foreign currency exchange 0% 0% 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 6% 6% 8% 3% 5% Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 5% (5)% 1% Impact of foreign currency exchange 0% 1% 0% Recurring revenue growth constant currency (Non-GAAP) 5% (4)% 2% Consolidated Total Recurring revenue growth (GAAP) 3% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 4%

 
24 Fiscal Year Ended June 30, 2024 Consolidated Recurring revenue growth (GAAP) 6% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 6% Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Fiscal Year Ended June 30, 2023 Consolidated Recurring revenue growth (GAAP) 7% Impact of foreign currency exchange 1% Recurring revenue growth constant currency (Non-GAAP) 9%

 
25 Reconciliation of GAAP to Non-GAAP Measures (Unaudited) (a) Restructuring and Other Related Costs for the fiscal year ended June 30, 2024 includes $56.0 million of severance and professional services costs directly related to the Corporate Restructuring Initiative. The fiscal year ended June 30, 2024 also includes a $7.0 million asset impairment charge as a result of the exit of a business in connection with the Corporate Restructuring Initiative. Restructuring and Other Related Costs for the fiscal year ended June 30, 2023 includes $20.4 million of severance costs. (b) Russia-Related Exit Costs were $10.9 million and $1.4 million for the fiscal years ended June 30, 2023 and June 30, 2022, comprised of $12.1 million of operating expenses, offset by a gain of $1.2 million in non-operating income for the fiscal year ended June 30, 2023, and $1.4 million of operating expenses for the fiscal year ended June 30, 2022. (c) Real Estate Realignment Expenses were $23.0 million and $29.6 million for the fiscal years ended June 30, 2022 and 2021, respectively. Covid-19 Related Expenses were $7.5 million and $15.7 million for the fiscal years ended June 30 2022 and 2021, respectively. Three Months Ended Sept. 30, Fiscal Year Ended June 30, Dollars in millions 2024 2023 2024 2023 2022 2021 2020 Operating income (GAAP) $134.4 $148.4 $1,017.1 $936.4 $759.9 $678.7 $624.9 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 48.2 50.8 200.3 214.4 250.2 153.7 122.9 Acquisition and Integration Costs 2.2 — 3.9 15.8 24.5 18.1 12.5 Restructuring and Other Related Costs (a) — — 63.0 20.4 — — — Litigation Settlement Charge — — 18.4 — — — — Russia-Related Exit Costs (b) — — — 12.1 1.4 — — Real Estate Realignment and Covid-19 Related Expenses (c) — — — — 30.5 45.3 2.4 Software Charge — — — — — 6.0 — IBM Private Cloud Charges — — — — — — 32.0 Adjusted Operating income (Non-GAAP) $184.8 $199.3 $1,302.8 $1,199.1 $1,066.4 $901.8 $794.8 Operating income margin (GAAP) 9.4% 10.4% 15.6% 15.4% 13.3% 13.6% 13.8% Adjusted Operating income margin (Non-GAAP) 13.0% 13.9% 20.0% 19.8% 18.7% 18.1% 17.5%

 
26 (a) Restructuring and Other Related Costs for the fiscal year ended June 30, 2024 includes $56.0 million of severance and professional services costs directly related to the Corporate Restructuring Initiative. The fiscal year ended June 30, 2024 also includes a $7.0 million asset impairment charge as a result of the exit of a business in connection with the Corporate Restructuring Initiative. Restructuring and Other Related Costs for the fiscal year ended June 30, 2023 includes $20.4 million of severance costs. (b) Russia-Related Exit Costs were $10.9 million and $1.4 million for the fiscal years ended June 30, 2023 and June 30, 2022, comprised of $12.1 million of operating expenses, offset by a gain of $1.2 million in non-operating income for the fiscal year ended June 30, 2023, and $1.4 million of operating expenses for the fiscal year ended June 30, 2022. (c) Real Estate Realignment Expenses were $23.0 million, $29.6 million, and $0.0 million for the fiscal years ended June 30, 2022, 2021, and 2020, respectively. Covid-19 Related Expenses were $7.5 million, $15.7, and $2.4 million for the fiscal years ended June 30 2022, 2021, and 2020, respectively. (d) Calculated using the GAAP effective tax rate, adjusted to exclude $3.1 million and $5.0 million for the three months ended September 30, 2024 and 2023, respectively, and $12.9 million, $10.4 million, $18.1 million, $16.9 million and $15.6 million of excess tax benefits associated with stock-based compensation for the fiscal year ended June 30, 2024, 2023, 2022, 2021, and 2020, respectively. (e) Free cash flow conversion is calculated as Free cash flow divided by Adjusted Net earnings for the given period. Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Three Months Ended September 30, Fiscal Year Ended June 30, Dollars in millions 2024 2023 2024 2023 2022 2021 2020 Net cash flows from operating activities (GAAP) $(125.5) $(62.0) $1,056.2 $823.3 $443.5 $640.1 $598.2 Capital expenditures and Software purchases and capitalized internal use software (32.1) (14.4) (113.0) (75.2) (73.1) (100.7) (98.7) Proceeds from asset sales — — — — — 18.0 — Free cash flow (Non-GAAP) $(157.6) $(76.4) $943.2 $748.2 $370.4 $557.3 $499.5 Three Months Ended September 30, Fiscal Year Ended June 30, Dollars in millions 2024 2023 2024 2023 2022 2021 2020 Net earnings (GAAP) $79.8 $90.9 $698.1 $630.6 $539.1 $547.5 $462.5 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 48.2 50.8 200.3 214.4 250.2 153.7 122.9 Acquisition and Integration Costs 2.2 — 3.9 15.8 24.5 18.1 12.5 Restructuring and Other Related Costs (a) — — 63.0 20.4 — — — Litigation Settlement Charges — — 18.4 — — — — Russia-Related Exit Costs (b) — — — 10.9 1.4 — — Real Estate Realignment and Covid-19 Related Expenses (c) — — — — 30.5 45.3 2.4 Investment Gains — — — — (14.2) (8.7) — Software Charge — — — — — 6.0 — Gain on Acquisition-Related Financial Instrument — — — — — (62.1) — IBM Private Cloud Charges — — — — — — 32.0 Gain on Sale of a Joint Venture Investment — — — — — — (6.5) Subtotal of adjustments 50.3 50.8 285.6 261.6 292.3 152.2 163.4 Tax impact of adjustments (d) (11.9) (12.2) (62.6) (57.5) (65.7) (33.2) (37.4) Adjusted Net earnings (Non-GAAP) $118.3 $129.6 $921.2 $834.6 $765.7 $666.5 $588.5 LTM Free cash flow conversion (Non-GAAP) (e) 102 % 90 % 48 % 84 % 85 %

 
27 (a) Calculated using the GAAP effective tax rate, adjusted to exclude $3.1 million and $5.0 million of excess tax benefits associated with stock-based compensation for the three months ended September 30, 2024, and 2023, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis. Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Three Months Ended Sept. 30, Dollars in millions, except per share amounts 2024 2023 Diluted earnings per share (GAAP) $0.68 $0.76 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 0.41 0.43 Acquisition and Integration Costs 0.02 — Subtotal of adjustments 0.43 0.43 Tax impact of adjustments (a) (0.10) (0.10) Adjusted earnings per share (Non-GAAP) $1.00 $1.09

 
28 Reconciliation of GAAP to Non-GAAP measures: Fiscal year 2025 guidance Fiscal Year 2025 FY25 Recurring revenue growth Impact of foreign currency exchange (a) (0.5%) - 0% Recurring revenue growth constant currency (Non-GAAP) 6 - 8% FY25 Adjusted Operating income margin (b) Operating income margin % (GAAP) ~17% Adjusted Operating income margin % (Non-GAAP) ~20% FY25 Adjusted earnings per share growth rate (c) Diluted earnings per share (GAAP) 20 - 25% Adjusted earnings per share (Non-GAAP) 8 - 12% (Unaudited) (a) Based on forward rates as of September 2024 (b) Adjusted Operating income margin guidance (Non-GAAP) is adjusted to exclude the approximately $200 million impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs (c) Adjusted earnings per share growth guidance (Non-GAAP) is adjusted to exclude the approximately $1.35 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, and is calculated using diluted shares outstanding

 
Broadridge Fiscal First Quarter 2025 Earnings Conference Call Contacts W. Edings Thibault Sean Silva broadridgeir@broadridge.com Live Call Information Date: November 5, 2024 Start Time: 8:30 A.M. ET Toll-Free: 1-877-328-2502 International: 1-412-317-5419 Webcast: broadridge-ir.com Replay Options Online replay available at broadridge-ir.com Telephone replay available through November 12, 2024 Domestic Dial-In: 1-877-344-7529 Access Code: 7370329 International Toll Dial-In: 1-412-317-0088 Passcode: 7370329 Click here for dial-ins by country

 
v3.24.3
Cover Page
Nov. 05, 2024
Cover [Abstract]  
Entity Central Index Key 0001383312
Document Type 8-K
Document Period End Date Nov. 05, 2024
Entity Registrant Name Broadridge FINANCIAL SOLUTIONS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-33220
Entity Tax Identification Number 33-1151291
Entity Address, Address Line One 5 Dakota Drive
Entity Address, City or Town Lake Success
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11042
City Area Code 516
Local Phone Number 472-5400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol BR
Security Exchange Name NYSE
Amendment Flag false
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