0001383312false00013833122023-11-022023-11-02

 
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 2, 2023
------------
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 2, 2023, 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 2024 ended September 30, 2023. On November 2, 2023, the Company also posted an Earnings Webcast & Conference Call Presentation (the “Earnings Presentation”), dated November 2, 2023, 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, 2023 filed with the Securities and Exchange Commission on August 8, 2023 (the “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 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.
Dated: November 2, 2023

BROADRIDGE FINANCIAL SOLUTIONS, INC.
By:/s/ Edmund L. Reese
     Edmund L. Reese
Corporate Vice President,
   Chief Financial Officer
                        

    
    
brlogorgbblue2017a12a.jpg                            


Broadridge Reports First Quarter Fiscal 2024 Results
Recurring revenues grew 8%; up 8% constant currency
Diluted EPS was $0.76 and Adjusted EPS grew 30% to $1.09
Closed sales rose $19 million to $48 million
Repurchased $150 million of shares
Reaffirming FY’24 guidance, including 6-9% Recurring revenue growth constant currency
and 8-12% Adjusted EPS growth
NEW YORK, N.Y., November 2, 2023 - Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the first quarter ended September 30, 2023 of its fiscal year 2024. Results compared with the same period last year were as follows:
Summary Financial ResultsFirst Quarter
Dollars in millions, except per share data

20242023Change
Recurring revenues$871$8068 %
     Constant currency growth (Non-GAAP)8 %9 %
Total revenues$1,431$1,28312 %
Operating income$148$8870 %
     Margin10.4 %6.8 %
Adjusted Operating income (Non-GAAP)$199$15033 %
     Margin (Non-GAAP)13.9 %11.7 %
Diluted EPS $0.76$0.4281 %
Adjusted EPS (Non-GAAP)$1.09$0.8430 %
Closed sales$48$2964 %

“Broadridge delivered strong first quarter results, with 8% Recurring revenue growth constant currency, all organic, and 30% Adjusted EPS growth,” said Tim Gokey, Broadridge CEO. “As part of our balanced capital allocation model, we also repurchased $150 million of our shares.”
“We continue to benefit from strong secular trends and demand for our unique solutions as we work with clients to democratize investing, simplify and innovate trading, and modernize wealth management.”
“We are reaffirming our fiscal 2024 guidance, including 6-9% Recurring revenue growth constant currency, 8-12% Adjusted EPS growth, and Closed sales of $280-320 million,” Mr. Gokey concluded.






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Fiscal Year 2024 Financial Guidance
 FY’24 GuidanceUpdates / Changes
Recurring revenue growth constant currency (Non-GAAP)6 - 9%No Change
Adjusted Operating income margin (Non-GAAP)~20%No Change
Adjusted Earnings per share growth (Non-GAAP)8 - 12%No Change
Closed sales$280 - $320MNo Change
Financial Results for First Quarter Fiscal Year 2024 compared to First Quarter Fiscal Year 2023
•Total revenues increased 12% to $1,431 million from $1,283 million.
◦Recurring revenues increased $65 million, or 8%, to $871 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, all organic, driven by Net New Business and Internal Growth in Global Technology and Operations (“GTO”) and Investor Communication Solutions (“ICS”).
◦Event-driven revenues increased $24 million, or 39%, to $87 million, driven by higher mutual fund proxy and corporate action activity.
◦Distribution revenues increased $58 million, or 14%, to $473 million, driven by higher event-driven mailings as well as the postage rate increase of approximately $27 million.
•Operating income was $148 million, an increase of $61 million, or 70%. Operating income margin increased to 10.4%, compared to 6.8% for the prior year period, primarily due to higher Recurring revenues and higher event-driven revenues.
◦Adjusted Operating income was $199 million, an increase of $49 million, or 33%. The increase was primarily driven by higher Recurring revenues and higher event-driven revenues. Adjusted Operating income margin increased to 13.9% compared to 11.7% for the prior year period. The increase in pass-through distribution revenues positively impacted margins by approximately 10 basis points.
•Interest expense, net was $33 million, an increase of $7 million, primarily due to an increase in interest expense from higher borrowing costs, partially offset by a decrease in average borrowings.
•The effective tax rate was 19.5% compared to 9.0% in the prior year period. The effective tax rate for the three months ended September 30, 2023 was driven by lower discrete tax benefits, including a lower excess tax benefit related to equity compensation, relative to pre-tax income, as compared to the prior year period.
•Net earnings increased 80% to $91 million and Adjusted Net earnings increased 30% to $130 million.
◦Diluted earnings per share increased 81% to $0.76, compared to $0.42 in the prior year period, and
◦Adjusted earnings per share increased 30% to $1.09, compared to $0.84 in the prior year period.
Segment and Other Results for First Quarter Fiscal Year 2024 compared to First Quarter Fiscal Year 2023
Investor Communication Solutions
•Total revenues were $1,029 million, an increase of $108 million, or 12%.
◦Recurring revenues increased $26 million or 6%, to $469 million. Recurring revenue growth constant currency (Non-GAAP) was 6%, all organic, driven by Net New Business and Internal Growth.
◦By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:
▪Regulatory rose 5% and 5%, respectively, which included the impact of equity position growth of 8% and mutual fund/ETF position growth of 3%;
▪Data-driven fund solutions rose 10% and 9%, respectively, driven by growth in our retirement and workplace products;
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▪Issuer rose 19% and 19%, respectively, driven by growth in our registered shareholder solutions; and
▪Customer communications rose 2% and 2%, respectively, driven by higher digital communications.
◦Event-driven revenues increased $24 million, or 39%, to $87 million, driven by higher mutual fund proxy and corporate action activity.
◦Distribution revenues increased $58 million, or 14%, to $473 million, driven by higher event-driven mailings as well as the postage rate increase of approximately $27 million.
•Earnings before income taxes increased by $55 million, or 92%, to $115 million, primarily from higher Recurring revenue and higher event-driven revenue. Operating expenses rose 6%, or $53 million, to $913 million primarily driven by higher distribution expenses. Pre-tax margins increased to 11.2% from 6.5% in the prior period.
Global Technology and Operations
•Recurring revenues were $402 million, an increase of $40 million, or 11%. Recurring revenue growth constant currency (Non-GAAP) was 11%, all organic, driven by Net New Business and Internal Growth.
•By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Capital markets rose 10% and 9%, respectively, driven by Net New Business and Internal Growth, which benefited from higher trading volumes; and
◦Wealth and Investment management rose 13% and 14%, respectively, driven primarily by Net New Business.
•Earnings before income taxes were $34 million, a decrease of $7 million, or 16%. Pre-tax margins decreased to 8.4% from 11.1% as higher revenues were more than offset by higher expenses, including an increase in amortization expense of $15 million.
Other
•Loss before income tax decreased to $36 million from $45 million in the prior year period, primarily due to lower compensation and other Corporate expenses, including the absence of Russia-Related Exit Costs, which more than offset the $3 million increase in interest and Other non-operating expenses.
Earnings Conference Call
An analyst conference call will be held today, November 2, 2023 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 9, 2023, 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 4152238 for either dial-in number.
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,
3



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, (ii) Acquisition and Integration Costs, and (iii) Russia-Related Exit Costs. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company’s acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. Russia-Related Exit Costs 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.
We exclude Acquisition and Integration Costs and Russia-Related Exit 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.
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.
4



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 2024 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, 2023 (the “2023 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 2023 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.
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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


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Condensed Consolidated Statements of Earnings
(Unaudited)

In millions, except per share amounts

Three Months Ended September 30,
20232022
Revenues$1,431.1 $1,283.3 
Operating expenses:
      Cost of revenues1,075.3 990.4 
      Selling, general and administrative expenses207.3 205.3 
      Total operating expenses1,282.6 1,195.7 
Operating income148.4 87.5 
Interest expense, net(33.4)(26.9)
Other non-operating expenses, net(2.1)(5.2)
Earnings before income taxes112.9 55.4 
Provision for income taxes22.0 5.0 
Net earnings$90.9 $50.4 
Basic earnings per share$0.77 $0.43 
Diluted earnings per share$0.76 $0.42 
Weighted-average shares outstanding:
      Basic117.9 117.5 
      Diluted119.2 118.9 

Amounts may not sum due to rounding.
7

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


September 30, 2023June 30,
2023
Assets
Current assets:
Cash and cash equivalents$234.0 $252.3 
Accounts receivable, net of allowance for doubtful accounts of $6.6 and $7.2, respectively
916.2 974.0 
Other current assets176.7 166.2 
Total current assets1,326.9 1,392.5 
Property, plant and equipment, net144.0 145.7 
Goodwill3,444.5 3,461.6 
Intangible assets, net1,403.7 1,467.2 
Deferred client conversion and start-up costs934.6 937.0 
Other non-current assets817.5 829.2 
Total assets$8,071.2 $8,233.2 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt$— $1,178.5 
Payables and accrued expenses743.7 1,019.5 
Contract liabilities180.3 199.8 
Total current liabilities924.0 2,397.8 
Long-term debt3,682.0 2,234.7 
Deferred taxes395.1 391.3 
Contract liabilities487.4 492.8 
Other non-current liabilities469.9 476.0 
Total liabilities5,958.4 5,992.6 
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, 117.6 and 118.1 shares, respectively
1.6 1.6 
Additional paid-in capital1,481.0 1,436.8 
Retained earnings3,109.8 3,113.0 
Treasury stock, at cost: 36.8 and 36.4 shares, respectively
(2,178.6)(2,026.1)
Accumulated other comprehensive income (loss)(301.0)(284.7)
Total stockholders’ equity2,112.7 2,240.6 
Total liabilities and stockholders’ equity$8,071.2 $8,233.2 

Amounts may not sum due to rounding.
8

Condensed Consolidated Statements of Cash Flows
(Unaudited)
In millions


Three Months Ended 
 September 30,
20232022
Cash Flows From Operating Activities
Net earnings$90.9 $50.4 
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization29.4 20.7 
Amortization of acquired intangibles and purchased intellectual property50.8 55.9 
Amortization of other assets39.3 32.1 
Write-down of long-lived assets and related charges5.6 0.1 
Stock-based compensation expense16.4 15.6 
Deferred income taxes2.2 (9.7)
Other(15.3)3.5 
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Current assets and liabilities:
               Accounts receivable, net68.4 115.6 
               Other current assets(8.6)1.5 
               Payables and accrued expenses(294.2)(319.3)
               Contract liabilities(18.4)(17.1)
Non-current assets and liabilities:
               Other non-current assets(38.8)(167.4)
               Other non-current liabilities10.4 13.6 
Net cash flows from operating activities(62.0)(204.5)
Cash Flows From Investing Activities
Capital expenditures(4.7)(5.5)
Software purchases and capitalized internal use software(9.7)(8.1)
Net cash flows from investing activities(14.4)(13.6)
Cash Flows From Financing Activities
Debt proceeds462.7 410.0 
Debt repayments(192.7)(140.0)
Dividends paid(85.6)(75.0)
Purchases of Treasury stock(161.1)(2.1)
Proceeds from exercise of stock options37.7 30.2 
Other financing activities(3.7)(0.3)
Net cash flows from financing activities57.3 222.8 
Effect of exchange rate changes on Cash and cash equivalents0.8 (2.3)
Net change in Cash and cash equivalents(18.3)2.4 
Cash and cash equivalents, beginning of period252.3 224.7 
Cash and cash equivalents, end of period$234.0 $227.1 

Amounts may not sum due to rounding.
9


Segment Results
(Unaudited)
In millions

Three Months Ended 
 September 30,
20232022
Revenues
Investor Communication Solutions$1,028.6 $920.6 
Global Technology and Operations402.4 362.7 
Total$1,431.1 $1,283.3 
Earnings before Income Taxes
Investor Communication Solutions$115.2$60.0
Global Technology and Operations33.740.3
Other(36.0)(44.8)
Total$112.9$55.4
Pre-tax margins:
Investor Communication Solutions11.2 %6.5 %
Global Technology and Operations8.4 %11.1 %
Amortization of acquired intangibles and purchased intellectual property
Investor Communication Solutions$11.4 $15.5 
Global Technology and Operations39.4 40.4 
       Total$50.8 $55.9 
Amounts may not sum due to rounding.






10


Supplemental Reporting Detail - Additional Product Line Reporting
(Unaudited)

In millions

Three Months Ended 
 September 30,
20232022% Change
Investor Communication Solutions
Regulatory
$179.4 $170.8 5 %
Data-driven fund solutions
101.8 92.5 10 %
Issuer
28.5 23.9 19 %
Customer communications
159.1 155.9 2 %
         Total ICS Recurring revenues468.8 443.1 6 %
Equity and other40.8 29.5 38 %
Mutual funds46.1 33.2 39 %
         Total ICS Event-driven revenues86.9 62.7 39 %
Distribution revenues473.0 414.8 14 %
Total ICS Revenues$1,028.6 $920.6 12 %
Global Technology and Operations
Capital markets
$248.5 $226.7 10 %
Wealth and investment management
153.9 136.0 13 %
         Total GTO Recurring revenues402.4 362.7 11 %
         Total Revenues$1,431.1 $1,283.3 12 %
Revenues by Type
Recurring revenues$871.2 $805.8 8 %
Event-driven revenues86.9 62.7 39 %
Distribution revenues473.0 414.8 14 %
         Total Revenues$1,431.1 $1,283.3 12 %

Amounts may not sum due to rounding.
















11


Select Operating Metrics
(Unaudited)
In millions
Three Months Ended September 30,
20232022Change
Closed sales (a)$47.6$29.064 %
Record Growth (b)
Equity positions (Stock records)8%9%
Mutual fund/ETF positions (Interim records)3%11%
Internal Trade Growth (c)15%6%
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) Equity positions growth (also referred to as “stock records” or “SRG”) measures the estimated annual change in positions eligible for equity proxy materials. Mutual fund / ETF positions growth (also referred to as “interim records” or “IRG”) 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,
20232022
Reconciliation of Adjusted Operating Income
Operating income (GAAP)$148.4$87.5
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property50.8 55.9 
Acquisition and Integration Costs—4.1
       Russia-Related Exit Costs —2.6
Adjusted Operating income (Non-GAAP)$199.3$150.1
Operating income margin (GAAP)10.4%6.8%
Adjusted Operating income margin (Non-GAAP)13.9%11.7%
Reconciliation of Adjusted Net earnings
Net earnings (GAAP)$90.9 $50.4 
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property50.8 55.9 
Acquisition and Integration Costs— 4.1 
Russia-Related Exit Costs— 2.6 
     Subtotal of adjustments50.8 62.5 
Tax impact of adjustments (a)(12.2)(13.2)
Adjusted Net earnings (Non-GAAP)$129.6 $99.7 
Reconciliation of Adjusted EPS
Diluted earnings per share (GAAP)$0.76 $0.42 
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property0.43 0.47 
Acquisition and Integration Costs— 0.03 
Russia-Related Exit Costs
— 0.02 
     Subtotal of adjustments0.43 0.53 
Tax impact of adjustments (a)(0.10)(0.11)
Adjusted earnings per share (Non-GAAP)$1.09 $0.84 
(a) Calculated using the GAAP effective tax rate, adjusted to exclude $5.0 million and $6.7 million of excess tax benefits associated with stock-based compensation for the three months ended September 30, 2023 and 2022, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

13


Three Months Ended September 30,
20232022
Reconciliation of Free cash flow
Net cash flows from operating activities (GAAP)$(62.0)$(204.5)
Capital expenditures and Software purchases and capitalized internal use software(14.4)(13.6)
Free cash flow (Non-GAAP)$(76.4)$(218.1)
Reconciliation of Recurring Revenue Growth Constant Currency
Three Months Ended September 30, 2023
Investor Communication SolutionsRegulatoryData-Driven Fund SolutionsIssuerCustomer Comms. Total
Recurring revenue growth (GAAP)5 %10 %19 %2 %6 %
Impact of foreign currency exchange— %(1 %)— %— %— %
Recurring revenue growth constant currency (Non-GAAP)5 %9 %19 %2 %6 %

Three Months Ended September 30, 2022
Investor Communication SolutionsRegulatoryData-Driven Fund SolutionsIssuerCustomer Comms. Total
Recurring revenue growth (GAAP)3 %11 %16 %11 %8 %
Impact of foreign currency exchange— %2 %— %— %1 %
Recurring revenue growth constant currency (Non-GAAP)4 %13 %16 %11 %9 %

Three Months Ended September 30, 2023
Global Technology and OperationsCapital MarketsWealth and Investment ManagementTotal
Recurring revenue growth (GAAP)10 %13 %11 %
Impact of foreign currency exchange(1 %)1 %— %
Recurring revenue growth constant currency (Non-GAAP)9 %14 %11 %


Three Months Ended September 30, 2022
Global Technology and OperationsCapital MarketsWealth and Investment ManagementTotal
Recurring revenue growth (GAAP)9 %4 %7 %
Impact of foreign currency exchange5 %2 %4 %
Recurring revenue growth constant currency (Non-GAAP)14 %5 %10 %
14


Three Months Ended September 30, 2023Three Months Ended September 30, 2022
ConsolidatedTotalTotal
Recurring revenue growth (GAAP)8 %7 %
Impact of foreign currency exchange— %2 %
Recurring revenue growth constant currency (Non-GAAP)8 %9 %

Amounts may not sum due to rounding.



15


Fiscal Year 2024 Guidance
Reconciliation of Non-GAAP to GAAP Measures
Adjusted Earnings Per Share Growth and Adjusted Operating Income Margin
(Unaudited)

FY24 Recurring revenue growth
Impact of foreign currency exchange (a)0.5%
Recurring revenue growth constant currency (Non-GAAP)6 - 9%
FY24 Adjusted Operating income margin (b)
Operating income margin % (GAAP)~16%
Adjusted Operating income margin % (Non-GAAP)~20%
FY24 Adjusted earnings per share growth rate (c)
Diluted earnings per share (GAAP)15 - 20% growth
Adjusted earnings per share (Non-GAAP)8 - 12% growth
    
(a) Based on forward rates as of September 2023.
(b) Adjusted Operating income margin guidance (Non-GAAP) is adjusted to exclude the approximately $230 million impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Restructuring Charges, and Acquisition and Integration Costs.
(c) Adjusted earnings per share growth guidance (Non-GAAP) is adjusted to exclude the approximately $1.50 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Restructuring Charges, and Acquisition and Integration Costs, and is calculated using diluted shares outstanding.




16

0© 2023 | Scaling a Global Fintech Leader E A R N I N G S C O N F E R E N C E C A L L Fiscal First Quarter 2024 EXHIBIT 99.2

 
1© 2023 | 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 2024 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, 2023 (the “2023 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 2023 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© 2023 | 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. All Recurring revenue dollar amounts shown in this presentation are GAAP, and Recurring revenue growth percentages are shown as constant currency (Non-GAAP). 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, 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 Equity positions (also referred to as “stock records” or “SRG”) growth, Mutual fund/ETF positions (also referred to as “interim records” or “IRG”) growth, and Internal Trade Growth (“ITG”). Please refer to Item 7. Management’s Discussion and Analysis of Financial Condition of the Company’s 2023 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 its reporting for segment revenues, segment earnings (loss) before income taxes, 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 has been changed to conform to the current period presentation. Total consolidated revenues and earnings before income taxes were not impacted. Note on Rounding Amounts presented in this presentation may not sum due to rounding. 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© 2023 | Key messages Broadridge reported strong first quarter results with 8% Recurring revenue growth constant currency (all organic), 30% Adjusted EPS growth, and higher Closed sales 1 2 3 4 5 Investor participation remains on track for mid to high single digit growth, with first quarter equity position growth of 8% and mutual fund/ETF position growth of 3% Results driven by strong execution of our strategy to democratize investing, simplify and innovate trading, and modernize wealth management $150 million in share repurchases underscores our commitment to balanced capital allocation We are reaffirming our fiscal year 2024 guidance, including 6-9% Recurring revenue growth constant currency, continued margin expansion, 8-12% Adjusted EPS growth, and Closed sales of $280-320 million

 
4© 2023 | Broadridge is executing across Governance, Capital Markets, and Wealth & Investment Management Extend Governance Grow Capital Markets Build Wealth & Investment Mgmt. $469M +6% YoY $249M +9% YoY $154M +14% YoY Q1’24 Highlights • Solid Regulatory growth complemented by strong results across Data-Driven Fund Solutions, Issuer, and Digital • Appointed Mike Tae and Doug DeSchutter Co-Presidents of ICS • Capital markets powered by demand for BTCS front office solutions and higher trading volumes • Broadridge Wealth Platform begins contributing revenue, with a growing pipeline • Closed sales growth of $19M marks strong start to FY’24 All revenue shown is Recurring revenue. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21– 28 $ in millions; growth rates in constant currency

 
5© 2023 | Broadridge continues to deliver strong results Broadridge is off to a strong start to Fiscal Year 2024 as we execute across our Governance, Capital Markets, and Wealth & Investment Management franchises Our growth is being driven by increased investor participation, demand for new regulatory solutions, a need for faster and more efficient trading, and the modernization of wealth management 2 We remain committed to balanced capital allocation and, with the conclusion of an elevated investment phase, are positioned to return additional capital to shareholders 3 Broadridge is reaffirming our FY’24 guidance and is well-positioned to drive sustainable long-term growth and attractive returns 4 1

 
6© 2023 | Summary financial results $ in millions, except per share data FIRST QUARTER 2024 2023 Inc./(Dec.) Recurring revenues $871 $806 8% Total revenues 1,431 1,283 12% Operating income 148 88 70% Adjusted Operating income (Non-GAAP) 199 150 33% Diluted earnings per share $0.76 $0.42 81% Adjusted earnings per share (Non-GAAP) $1.09 $0.84 30% Closed sales $48 $29 64% Note: Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21– 28 Constant currency growth (Non-GAAP) 8% Adjusted Operating income margin (Non-GAAP) 13.9% 11.7% 220 bps

 
7© 2023 | FY'21 FY'22 FY'23 FY'24 Guidance Q1'23 Q1'24 $871 16% 10% $ in millions; growth in constant currency +8% Note: Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21-28 9% FISCAL YEAR RECURRING REVENUE GROWTH Q1 RECURRING REVENUES First quarter 2024 Recurring revenues 6-9%

 
8© 2023 | $159 $29 $102 $179 Q1'23 Q1'24 Regulatory Customer Comms. Data-Driven Fund Solutions Issuer 19% 2% 9% 5% ICS RECURRING REVENUES GTO RECURRING REVENUES $469 +6% +11% $ in millions; growth in constant currency First quarter 2024 segment Recurring revenues $154 $249 Q1'23 Q1'24 Capital Markets Wealth & Investment Management 9% 14% $402 Note: Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21-28

 
9© 2023 | 6% 5% 1% 3% 15% 9% 9% 10% 6% 8% 11% 6% 6% 8% 3% Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 INTERNAL TRADE GROWTH ITG EQUITY & MUTUAL FUND/ETF POSITION GROWTH Key volume drivers: position and trade growth 1. Q1’23 equity position growth represented 6% of total fiscal year 2023 positions. Q2’23: 9% | Q3’23: 32% | Q4’23: 53% 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. 3 FY’22 FY’23 9% 8% 18% 14% 4%1% 11% 10Y Avg. 8% 6%

 
10© 2023 | $806 Q1'23 Recurring revenues Closed Sales Client Losses Internal Growth Acquisitions Q1'24 Recurring revenue constant currency FX Q1'24 Recurring revenues First quarter 2024 Recurring revenue growth drivers RECURRING REVENUE GROWTH CONSTANT CURRENCY WAS 8% ICS $443M 5 pts (2) pts 3 pts 0 pts 6% 0 pts $469M GTO $363M 10 pts (4) pts 4 pts 0 pts 11% 0 pts $402M 8 pts (3) pts 3 pts 0 pts 8%0 pts8% Organic Growth: 6 pts $871 $ in millions. Pts contribution to growth Organic Growth: 11 pts Organic Growth: 8 pts

 
11© 2023 | $63 $38 $52 $87 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 $1,283 Q1'23 Total Revenues Recurring Event-Driven Distribution FX Q1'24 Total Revenues First quarter 2024 Total revenue growth drivers QUARTERLY EVENT-DRIVEN REVENUES 5 pts 2 pts 5 pts 12% FIRST QUARTER 2024 TOTAL REVENUE GROWTH DRIVERS $59M FY’17-FY’23 QUARTERLY AVERAGE $ in millions. Pts contribution to growth 0 pts $1,431 $59

 
12© 2023 | 18.1% 18.7% 19.8% FY'21 FY'22 FY'23 FY'24 Guidance 13.6% 13.3% 15.4% 10.4%6.8% 11.7% Q1'23 Q1'24 +60 bps +60 bps OPERATING INCOME MARGIN ADJUSTED OPERATING INCOME MARGIN (NON- GAAP) Operating income margin and Adjusted Operating income margin OPERATING INCOME MARGIN 13.9% +110 bps ~20% Note: Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21-28

 
13© 2023 | FY'21 FY'22 FY'23 FY'24 Guidance $280 Closed sales $ in millions CLOSED SALES Q1'23 Q1'24 $29 $48 $280 – $320 $246 $231

 
14© 2023 | FREE CASH FLOW CONVERSION (LTM) Free cash flow conversion 1. Last twelve months (LTM) Free cash flow conversion equals Free cash flow for the most recent four quarters divided by Adjusted Net earnings for the same four quarters 2. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21-28 41% 51% 63% 90% 103% Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 1,2

 
15© 2023 | TOTAL CAPITAL RETURNS $2.16 $2.30 $2.56 $2.90 $3.20 11% 6% 11% 13% 10% DIVIDENDS PER SHARE M&A Client Platform Investments CapEx and Software Capital allocation 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 SELECT USES OF CASH Q1’24 1 $20 $14 $0 $ in millions, except per share data 3 6 4. Capital returns to shareholders through dividends and total share repurchases net of option proceeds. FY’24 annual dividend amount subject to Board declaration YOY GROWTH 4 $236 FY'20 FY'21 FY'22 FY'23 FY'24 (E) $253$248 $269 $578 $312 $86 123 YTD Net Share Repurchases YTD Dividends Paid

 
16© 2023 | Fiscal Year 2024 Guidance FY’24 Guidance Updates/ Changes Recurring revenue growth constant currency (Non-GAAP) 6 - 9% No Change Adjusted Operating income margin (Non-GAAP) ~20% No Change Adjusted earnings per share growth (Non-GAAP) 8 - 12% No Change Closed sales $280M - $320M No Change Note: Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21-28

 
17© 2023 | Investor Day 2023 Broadridge will host its Investor Day on December 7, 2023 in New York City

 
18© 2023 | Appendix

 
19© 2023 | Supplemental Reporting Detail ‒ Product Line Reporting (Unaudited) 2022 2023 2024 Q1% Dollars in millions FY Q1 Q2 Q3 Q4 FY Q1 Growth Investor Communication Solutions ("ICS") Regulatory Solutions $1,075 $171 $181 $ 346 $ 444 $1,141 $179 5% Data-Driven Fund Solutions 364 93 96 102 113 404 102 10% Corporate Issuer Solutions 216 24 27 58 134 243 29 19% Customer Communications Solutions 615 156 163 188 166 673 159 2% Total ICS recurring revenues 2,270 443 467 693 858 2,461 469 6% Equity and other 115 30 25 29 33 117 41 38% Mutual Funds 154 33 12 23 26 94 46 39% Total Event-driven revenues 269 63 38 52 59 211 87 39% Distribution 1,717 415 415 512 522 1,863 473 14% Total ICS Revenues $4,257 $921 $919 $ 1,257 $ 1,438 $4,536 $1,029 12% Global Technology and Operations (“GTO”) Capital Markets Solutions $903 $227 $235 $ 246 $ 257 $965 $249 10% Wealth and investment Management 550 136 138 143 143 560 154 13% Total GTO recurring revenues 1,452 363 373 388 401 1,525 402 11% Total Revenues $5,709 $1,283 $1,293 $ 1,646 $ 1,839 $6,061 $1,431 12% Revenues by type Recurring revenues $3,723 $806 $840 $ 1,082 $ 1,259 $3,987 $871 8% Event-driven revenues 269 63 38 52 59 211 87 39% Distribution revenues 1,717 415 415 512 522 1,863 473 14% Total Revenues $5,709 $1,283 $1,293 $ 1,646 $ 1,839 $6,061 $1,431 12%

 
20© 2023 | Explanation of Non-GAAP measures and Reconciliation of GAAP to Non-GAAP measures

 
21© 2023 | 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, (ii) Acquisition and Integration Costs, (iii) Real Estate Realignment and Covid-19 Related Expenses, (iv) Investment Gains, (v) Russia-Related Exit Costs, and (vi) Restructuring Charges. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company's acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. Real Estate Realignment and Covid-19 Related Expenses are comprised of two major components: Real Estate Realignment Expenses, 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. Investment Gains represent non-operating, non-cash gains on privately held investments. Russia-Related Exit Costs 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. Restructuring Charges represent severance costs associated with the Company’s initiative to streamline our management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas. Non-GAAP Measures

 
22© 2023 | We exclude Acquisition and Integration Costs, Restructuring Charges, Real Estate Realignment and Covid-19 Related Expenses, Investment Gains, and Russia- Related Exit 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 New cash flows provided by operating activities 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. Non-GAAP Measures

 
23© 2023 | Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 10% 13% 11% Impact of foreign currency exchange (1)% 1% —% Recurring revenue growth constant currency (Non-GAAP) 9% 14% 11% Three Months Ended September 30, 2023 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 5% 10% 19% 2% 6% Impact of foreign currency exchange —% (1)% —% —% —% Recurring revenue growth constant currency (Non-GAAP) 5% 9% 19% 2% 6% Consolidated Total Recurring revenue growth (GAAP) 8% Impact of foreign currency exchange —% Recurring revenue growth constant currency (Non-GAAP) 8%

 
24© 2023 | Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 9% 4% 7% Impact of foreign currency exchange 5% 2% 4% Recurring revenue growth constant currency (Non-GAAP) 14% 5% 10% Three Months Ended September 30, 2022 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 3% 11% 16% 11% 8% Impact of foreign currency exchange —% 2% —% —% 1% Recurring revenue growth constant currency (Non-GAAP) 4% 13% 16% 11% 9% Consolidated Total Recurring revenue growth (GAAP) 7% Impact of foreign currency exchange 2% Recurring revenue growth constant currency (Non-GAAP) 9%

 
25© 2023 | Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Three Months Ended Sept. 30, Dollars in millions 2023 2022 Operating income (GAAP) $148.4 $87.5 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 50.8 55.9 Acquisition and Integration Costs — 4.1 Russia-Related Exit Costs — 2.6 Adjusted Operating income (Non-GAAP) $199.3 $150.1 Operating income margin (GAAP) 10.4% 6.8% Adjusted Operating income margin (Non-GAAP) 13.9% 11.7% Three Months Ended Sept. 30, Dollars in millions 2023 2022 Net earnings (GAAP) $90.9 $50.4 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 50.8 55.9 Acquisition and Integration Costs — 4.1 Russia-Related Exit Costs — 2.6 Subtotal of adjustments 50.8 62.5 Tax impact of adjustments (a) (12.2) (13.2) Adjusted Net earnings (Non-GAAP) $129.6 $99.7 (a) Calculated using the GAAP effective tax rate, adjusted to exclude $5.0 million and $6.7 million of excess tax benefits associated with stock-based compensation for the three months ended September 30, 2023, and 2022, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

 
26© 2023 | Reconciliation of GAAP to Non-GAAP Measures (Unaudited) (a) Calculated using the GAAP effective tax rate, adjusted to exclude $5.0 million and $6.7 million of excess tax benefits associated with stock-based compensation for the three months ended September 30, 2023, and 2022, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis. Three Months Ended Sept. 30, Dollars in millions, except per share amounts 2023 2022 Diluted earnings per share (GAAP) $0.76 $0.42 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 0.43 0.47 Acquisition and Integration Costs — 0.03 Russia-Related Exit Costs — 0.02 Subtotal of adjustments 0.43 0.53 Tax impact of adjustments (a) (0.10) (0.11) Adjusted earnings per share (Non-GAAP) $1.09 $0.84 Three Months Ended Sept. 30, Dollars in millions 2023 2022 Net cash flows from operating activities (GAAP) $(62.0) $(204.5) Capital expenditures and Software purchases and capitalized internal use software (14.4) (13.6) Free cash flow (Non-GAAP) $(76.4) $(218.1)

 
27© 2023 | Reconciliation of GAAP to Non-GAAP Measures (Unaudited) (a) Last twelve months (LTM) sums the last four quarters of free cash flow for the given period (b) Last twelve months (LTM) sums the last four quarters of adjusted net earnings for the given period (c) Free cash flow conversion is calculated as free cash flow divided by adjusted net earnings for the given period FY 2022 FY 2023 FY 2024 Dollars in millions Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Net earnings (GAAP) $47.2 $176.6 $248.1 $50.4 $57.5 $198.5 $324.1 $90.9 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 62.5 60.8 58.2 55.9 53.7 53.3 51.6 50.8 Acquisition and Integration Costs 7.8 3.1 10.6 4.1 3.7 3.3 4.8 — Restructuring Charges — — — — — — 20.4 — Real Estate Realignment and Covid-19 Related Expenses 1.7 3.3 23.7 — — — — — Russia-Related Exit Costs — — 1.4 2.6 6.8 1.5 0.1 — Investment Gains (7.5) — (6.7) — — — — — Subtotal of adjustments 64.4 67.2 87.2 62.5 64.1 58.0 77.0 50.8 Tax impact of adjustments (14.3) (15.4) (21.6) (13.2) (13.2) (12.0) (19.1) (12.2) Adjusted Net earnings (Non-GAAP) $97.3 $228.4 $313.7 $99.7 $108.4 $244.5 $381.9 $129.6 FY 2022 FY 2023 FY 2024 Dollars in millions Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Net cash flows from operating activities (GAAP) $ 40.8 $ 80.7 $ 457.4 $ (204.5) $ 123.1 $ 175.6 $ 729.2 $ (62.0) Capital expenditures and Software purchases and capitalized internal use software (13.3) (25.2) (18.7) (13.6) (19.5) (13.7) (28.4) (14.4) Free cash flow (Non-GAAP) $ 27.6 $ 55.5 $ 438.7 $ (218.1) $ 103.5 $ 161.9 $ 700.9 $ (76.4) FY 2023 FY 2024 Dollars in millions Q1 Q2 Q3 Q4 Q1 LTM Free cash flow (a) $303.7 $379.7 $486.1 $748.2 $889.8 LTM Adjusted Net earnings (Non-GAAP) (b) $739.1 $750.3 $766.4 $834.6 $864.5 LTM Free cash flow conversion (Non-GAAP) (c) 41 % 51 % 63 % 90 % 103 %

 
28© 2023 | Reconciliation of GAAP to Non-GAAP Measures: Fiscal Year 2024 Guidance Fiscal Year 2024 FY24 Recurring revenue growth Impact of foreign currency exchange (a) 0.5% Recurring revenue growth constant currency (Non-GAAP) 6-9% FY24 Adjusted Operating income margin (b) Operating income margin % (GAAP) ~16% Adjusted Operating income margin % (Non-GAAP) ~20% FY24 Adjusted earnings per share growth rate (c) Diluted Earnings per share (GAAP) 15-20% growth Adjusted Earnings per share (Non-GAAP) 8-12% growth (Unaudited) (a) Based on forward rates as of September 2023 (b) Adjusted Operating income margin guidance (Non-GAAP) is adjusted to exclude the approximately $230 million impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Restructuring Charges, and Acquisition and Integration Costs. (c) Adjusted earnings per share growth guidance (Non-GAAP) is adjusted to exclude the approximately $1.50 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Restructuring Charges, and Acquisition and Integration Costs, and is calculated using diluted shares outstanding.

 
29© 2023 | Contacts W. Edings Thibault Greg Faje Sean Silva broadridgeir@broadridge.com Replay Options Online replay available at broadridge-ir.com Telephone replay available through November 9, 2023 Domestic Dial-In: 1-877-344-7529 Access Code: 4152238 International Toll Dial-In: 1-412-317-0088 Passcode: 8237106 Click here for dial-ins by country Broadridge First Quarter Fiscal Year 2024 Earnings Conference Call Live Call Information Date: November 2, 2023 Start Time: 8:30 A.M. ET Toll-Free: 1-877-328-2502 International: 1-412-317-5419 Webcast: broadridge-ir.com

 
v3.23.3
Cover Page
Nov. 02, 2023
Cover [Abstract]  
Entity Central Index Key 0001383312
Document Type 8-K
Document Period End Date Nov. 02, 2023
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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