10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2013

OR

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

For the transition period from                       to                     

Commission File Number 001-33220

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	33-1151291
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1981 Marcus Avenue Lake Success, NY	11042
(Address of principal executive offices)	(Zip Code)

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

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

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

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of January 31, 2014 was 119,444,309.

TABLE OF CONTENTS

ITEM		PAGE
PART I.	FINANCIAL INFORMATION		3
Item 1.	FINANCIAL STATEMENTS		3
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		18
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		30
Item 4.	CONTROLS AND PROCEDURES		30
PART II.	OTHER INFORMATION		31
Item 1.	LEGAL PROCEEDINGS		31
Item 1A.	RISK FACTORS		31
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		32
Item 3.	DEFAULTS UPON SENIOR SECURITIES		32
Item 4.	MINE SAFETY DISCLOSURES		32
Item 5.	OTHER INFORMATION		32
Item 6.	EXHIBITS		33

2

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Earnings

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended December 31,				Six Months Ended December 31,
	2013		2012		2013		2012
Revenues	$	520.6	$	493.2	$	1,065.8	$	989.0
Cost of revenues		385.1		387.6		782.6		777.6
Selling, general and administrative expenses		86.0		77.2		159.5		150.1
Other expenses, net		6.8		3.7		11.7		8.0
Total expenses		477.9		468.5		953.8		935.7
Earnings before income taxes		42.7		24.7		112.0		53.3
Provision for income taxes		15.1		8.9		40.0		19.2
Net earnings	$	27.6	$	15.8	$	72.0	$	34.1
Basic earnings per share	$	0.23	$	0.13	$	0.60	$	0.28
Diluted earnings per share	$	0.22	$	0.13	$	0.58	$	0.27
Weighted-average shares outstanding:
Basic		119.2		122.0		119.1		123.0
Diluted		124.1		125.5		123.6		126.3
Dividends declared per common share	$	0.21	$	0.18	$	0.42	$	0.36

See Notes to Condensed Consolidated Financial Statements.

3

Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

	Three Months Ended December 31,				Six Months Ended December 31,
	2013		2012		2013		2012
Net earnings	$	27.6	$	15.8	$	72.0	$	34.1
Other comprehensive income, net:
Foreign currency translation adjustments		5.0		0.8		3.3		5.9
Net unrealized gains on available-for-sale securities, net of taxes of ($0.4) and ($0.1) for the three months ended December 31, 2013 and 2012, respectively; and ($0.4) and ($0.3) for the six months ended December 31, 2013 and 2012, respectively		0.6		0.1		0.5		0.4
Pension and post-retirement liability adjustment, net of taxes of ($0.1) and zero for the three months ended December 31, 2013 and 2012, respectively; and ($0.1) and $0.4 for the six months ended December 31, 2013 and 2012, respectively		—		—		0.1		(0.6	)
Total other comprehensive income, net		5.6		0.9		3.9		5.7
Comprehensive income	$	33.2	$	16.7	$	75.9	$	39.8

See Notes to Condensed Consolidated Financial Statements.

4

Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)

	December 31, 2013			June 30, 2013
Assets
Current assets:
Cash and cash equivalents	$	240.3		$	266.0
Accounts receivable, net of allowance for doubtful accounts of $2.2 and $3.7, respectively		336.0			442.4
Other current assets		110.9			98.6
Total current assets		687.2			807.0
Property, plant and equipment, net		87.0			80.9
Goodwill		812.9			778.4
Intangible assets, net		120.9			120.6
Other non-current assets		231.0			231.3
Total assets	$	1,939.0		$	2,018.2
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	96.6		$	143.1
Accrued expenses and other current liabilities		192.2			277.2
Deferred revenues		55.1			49.2
Total current liabilities		343.9			469.5
Long-term debt		524.1			524.5
Deferred taxes		64.4			71.2
Deferred revenues		53.0			40.2
Other non-current liabilities		96.1			96.8
Total liabilities		1,081.5			1,202.2
Commitments and contingencies (Note 12)
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, 119.2 and 119.0 shares, respectively		1.6			1.6
Additional paid-in capital		798.8			783.0
Retained earnings		833.2			811.3
Treasury stock: at cost, 35.3 and 35.5 shares, respectively		(784.2	)		(784.1	)
Accumulated other comprehensive income		8.1			4.2
Total stockholders’ equity		857.5			816.0
Total liabilities and stockholders’ equity	$	1,939.0		$	2,018.2

See Notes to Condensed Consolidated Financial Statements.

5

Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Six Months Ended December 31,
	2013			2012
Cash Flows From Operating Activities
Net earnings	$	72.0		$	34.1
Adjustments to reconcile Net earnings to Net cash flows provided by operating activities:
Depreciation and amortization		22.2			26.0
Amortization of acquired intangibles		10.9			11.0
Amortization of other assets		13.3			11.3
Deferred income taxes		(3.2	)		(8.5	)
Stock-based compensation expense		14.7			12.9
Excess tax benefits from the issuance of stock-based compensation awards		(2.7	)		(1.3	)
Other		1.5			4.4
Changes in operating assets and liabilities:
Current assets and liabilities:
Decrease in Accounts receivable, net		109.5			66.8
(Increase) decrease in Other current assets		(8.7	)		0.1
Decrease in Accounts payable		(46.4	)		(4.5	)
Decrease in Accrued expenses and other current liabilities		(96.1	)		(63.9	)
Increase in Deferred revenues		1.8			0.2
Non-current assets and liabilities:
Increase in Other non-current assets		(16.4	)		(24.4	)
Increase in Other non-current liabilities		18.5			9.3
Net cash flows provided by operating activities		90.9			73.5
Cash Flows From Investing Activities
Capital expenditures		(23.7	)		(16.5	)
Purchases of intangibles		(7.1	)		(2.5	)
Acquisitions, net of cash acquired		(37.7	)		—
Net cash flows used in investing activities		(68.5	)		(19.0	)
Cash Flows From Financing Activities
Proceeds from issuance of bonds, net of discounts		399.5			—
Payments on Long-term debt		(400.0	)		—
Dividends paid		(46.5	)		(42.3	)
Proceeds from exercise of stock options		11.7			17.6
Purchases of Treasury stock		(13.4	)		(92.7	)
Other financing transactions		—			(2.1	)
Excess tax benefits from the issuance of stock-based compensation awards		2.7			1.3
Cost related to issuance of bonds		(4.3	)		—
Net cash flows used in financing activities		(50.3	)		(118.2	)
Effect of exchange rate changes on Cash and cash equivalents		2.2			2.3
Net change in Cash and cash equivalents		(25.7	)		(61.4	)
Cash and cash equivalents, beginning of period		266.0			320.5
Cash and cash equivalents, end of period	$	240.3		$	259.1
Supplemental disclosure of cash flow information:
Cash payments made for interest	$	4.9		$	6.8
Cash payments made for income taxes	$	92.4		$	56.3
Non-cash investing and financing activities:
Dividends payable	$	3.6		$	1.6
Property, plant and equipment	$	0.1		$	—

See Notes to Condensed Consolidated Financial Statements.

6

Broadridge Financial Solutions, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular dollars in millions, except per share amounts)

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

A. Description of Business. Broadridge Financial Solutions, Inc. (“Broadridge^®” or the “Company”), a Delaware corporation, is a leading global provider of investor communication solutions and securities processing and business process outsourcing services to the financial services industry. The Company classifies its operations into the following two reportable segments:

• Investor Communication Solutions—Our Bank/Broker-Dealer Communications, Mutual Fund and Retirement Solutions and Corporate Issuer Solutions businesses operate within this segment. A large portion of Broadridge’s Investor Communication Solutions business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge^®, its innovative electronic proxy delivery and voting solution for institutional investors and financial advisors, helps ensure the participation of the largest stockholders of many companies. Broadridge also provides the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help its clients meet their regulatory compliance needs. In addition, Broadridge provides financial information distribution and transaction reporting services to both financial institutions and securities issuers. These services include the processing and distribution of account statements and trade confirmations, traditional and personalized document fulfillment and content management services, marketing communications, and imaging, archival and workflow solutions that enable and enhance its clients’ communications with investors. All of these communications are delivered through paper or electronic channels. In addition, Broadridge provides corporate issuers with registered proxy services as well as registrar, stock transfer and record-keeping services to corporate issuers.

In July 2013, Broadridge acquired Bonaire Software Solutions, LLC (“Bonaire”), a leading provider of fee calculation, billing, and revenue and expense management solutions for asset managers including institutional asset managers, wealth managers, mutual funds, bank trusts, hedge funds and capital markets firms.

• Securities Processing Solutions—Broadridge offers a suite of advanced computerized real-time transaction processing services that automate the securities transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, settlement, and accounting. Broadridge’s services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management, focus on their core businesses, and manage risk. With multi-currency capabilities, its Global Processing Solution supports real-time global trading of equity, option, mutual fund and fixed income securities in established and emerging markets. In addition, its business process outsourcing services allow broker-dealers to outsource certain administrative functions relating to clearing and settlement, from order entry to trade matching and settlement, while maintaining their ability to finance and capitalize their businesses.

In September 2011, Broadridge acquired Paladyne Systems, Inc. (“Paladyne^®”), a provider of buy-side technology solutions for the global investment management industry.

B. Basis of Presentation. The Condensed Consolidated Financial Statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“GAAP”). These financial statements present the condensed consolidated position of the Company. These financial statements include the entities in which the Company directly or indirectly has a controlling financial interest and various entities in which the Company has investments recorded under both the cost and equity methods of accounting. Intercompany balances and transactions have been eliminated. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 (the “2013 Annual Report”) filed on August 8, 2013 with the Securities and Exchange Commission (the “SEC”). These Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation in accordance with GAAP of the Company’s financial position at December 31, 2013 and June 30, 2013, the results of its operations for the three and six months ended December 31, 2013 and 2012 and its cash flows for the six months ended December 31, 2013 and 2012.

C. Use of Estimates. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes thereto. Actual results may differ from those estimates.

7

D. Cash and Cash Equivalents. Investment securities with an original maturity of 90 days or less are considered cash equivalents. The fair value of the Company’s cash and cash equivalents approximates carrying value.

E. Financial Instruments. Substantially all of the financial instruments of the Company other than Long-term debt are carried at fair values, or at carrying amounts that approximate fair values because of the short maturity of the instruments. The carrying value of the Company’s long-term fixed-rate senior notes represents the face value of the long-term fixed-rate senior notes net of the unamortized discount. The fair value of the Company’s long-term fixed-rate senior notes is based on quoted market prices. See Note 9, “Borrowings,” for a further discussion of the Company’s long-term fixed-rate senior notes.

F. Subsequent Events. In preparing the accompanying Condensed Consolidated Financial Statements, in accordance with Accounting Standards Codification Topic (“ASC”) No. 855, “Subsequent Events,” the Company has reviewed events that have occurred after December 31, 2013, through the date of issuance of the Condensed Consolidated Financial Statements. During this period, the Company did not have any material subsequent events.

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU No. 2013-11”) to provide guidance on the presentation of unrecognized tax benefits. ASU No. 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU No. 2013-11 is effective for the Company in our first quarter of fiscal 2015 with earlier adoption permitted. ASU No. 2013-11 should be applied prospectively with retroactive application permitted. The adoption of ASU No. 2013-11 will not impact the Company’s consolidated results of operations, cash flows or financial condition as it only requires a change in the Company’s presentation of unrecognized tax benefits.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU No. 2013-02”). ASU No. 2013-02 requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not required to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures under GAAP that provide additional detail about those amounts. ASU No. 2013-02 became effective for the Company in the first quarter of fiscal year 2014. The adoption of ASU No. 2013-02 did not have a material impact on the Company’s consolidated results of operations, cash flows or financial condition. The disclosures required by this guidance are presented in Note 13, “Changes in Accumulated Other Comprehensive Income by Component.”

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles—Goodwill and Other: Testing indefinite-lived intangible assets for impairment” (“ASU No. 2012-02”). The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The approach is similar to the guidance in ASU No. 2011-08 for goodwill impairment testing. ASU No. 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. ASU No. 2012-02 became effective for the Company in the first quarter of fiscal 2014. The adoption of ASU No. 2012-02 did not have a material impact on the Company’s consolidated results of operations, cash flows or financial condition.

NOTE 3. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is calculated by dividing the Company’s Net earnings by the basic Weighted-average shares outstanding for the periods presented.

Diluted EPS reflects the potential dilution that could occur if outstanding stock options at the presented date are exercised and shares of restricted stock units have vested.

8

The computation of diluted EPS did not include 0.1 million and 1.9 million options to purchase Broadridge common stock for the three months ended December 31, 2013 and 2012, respectively, and 0.1 million and 2.3 million options to purchase Broadridge common stock for the six months ended December 31, 2013 and 2012, respectively, as the effect of their inclusion would have been anti-dilutive.

The following table sets forth the denominators of the basic and diluted EPS computations (in millions):

	Three Months Ended December 31,				Six Months Ended December 31,
	2013		2012		2013		2012
Weighted-average shares outstanding:
Basic		119.2		122.0		119.1		123.0
Common stock equivalents		4.9		3.5		4.5		3.3
Diluted		124.1		125.5		123.6		126.3

NOTE 4. OTHER EXPENSES, NET

Other expenses, net consisted of the following:

	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
				($ in millions)
Interest expense on borrowings	$	6.2		$	3.4		$	10.8		$	6.9
Interest income		(0.5	)		(0.4	)		(0.7	)		(0.9	)
Foreign currency exchange (gain) loss		0.6			—			(0.6	)		0.8
Other, net		0.5			0.7			2.2			1.2
Other expenses, net	$	6.8		$	3.7		$	11.7		$	8.0

NOTE 5. ACQUISITIONS

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

During the first quarter of fiscal year 2014, the fair value of contingent consideration associated with one of the Company’s acquisitions was reduced by approximately $3.3 million. In addition, during the six months ended December 31, 2013, the Company acquired one business in the Investor Communication Solutions segment:

Bonaire

In July 2013, the Company acquired Bonaire, a leading provider of fee calculation, billing, and revenue and expense management solutions for asset managers including institutional asset managers, wealth managers, mutual funds, bank trusts, hedge funds and capital markets firms. The purchase price was $37.7 million, net of cash acquired. Net liabilities assumed in the transaction were $1.6 million. In addition, the Company recorded a $0.5 million liability for the fair value of potential additional cash payments, which are payable over the next three years contingent upon the achievement by the acquired business of certain revenue and earnings targets. This acquisition resulted in $29.2 million of Goodwill. Intangible assets acquired, which totaled $10.1 million, consist primarily of acquired software technology and customer relationships, which are being amortized over a seven-year life and ten-year life, respectively. The results of Bonaire’s operations were included in the Company’s Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q from the date of acquisition. The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of Bonaire’s assets and liabilities. Pro forma supplemental financial information is not provided as the impact of the acquisition on the Company’s operating results, financial position or cash flows was not material.

During the six months ended December 31, 2012, there were no acquisitions.

9

NOTE 6. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Level 1 Inputs that are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 1 assets for the Company include money market deposit accounts (“MMDA accounts”).

Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.

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

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

In June 2013, the Company purchased certain available-for-sale securities in a non-public entity for which the lowest level of significant inputs was unobservable. On a recurring basis, the Company uses pricing models and similar techniques for which the determination of fair value requires significant judgment by management. Accordingly, the Company classifies the available-for-sale securities as Level 3 in the table below.

The following tables set forth the Company’s financial assets and liabilities at December 31, 2013 and June 30, 2013, respectively, that are measured at fair value on a recurring basis during the period, segregated by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total
	($ in millions)
Assets:
Cash and cash equivalents:
Money market funds (1)	$	76.0	$	—	$	—	$	76.0
Other current assets:
Available-for-sale equity securities		—		—		—		—
Other non-current assets:
Available-for-sale equity securities		18.8		—		1.1		19.9
Total as of December 31, 2013	$	94.8	$	—	$	1.1	$	95.9
	Level 1		Level 2		Level 3		Total
	($ in millions)
Assets:
Cash and cash equivalents:
Money market funds (1)	$	122.1	$	—	$	—	$	122.1
Other current assets:
Available-for-sale equity securities		—		—		—		—
Other non-current assets:
Available-for-sale equity securities		15.8		—		1.1		16.9
Total as of June 30, 2013	$	137.9	$	—	$	1.1	$	139.0

(1) Money market funds include MMDA account balances of $53.5 million and $87.1 million as of December 31, 2013 and June 30, 2013, respectively.

10

The following table sets forth an analysis of changes during the six months ended December 31, 2013 in Level 3 financial assets of the Company:

	December 31, 2013		June 30, 2013
	($ in millions)
Beginning balance	$	1.1	$	—
Net realized/unrealized gains (losses)		—		—
Purchases		—		1.1
Transfers in (out) of Level 3		—		—
Ending balance	$	1.1	$	1.1

The Company did not incur any Level 3 fair value asset impairments during the six months ended December 31, 2013 and 2012, respectively. Changes in economic conditions or model based valuation techniques may require the transfer of financial instruments between levels. The Company’s policy is to record transfers between levels if any, as of the beginning of the fiscal year. For the six months ended December 31, 2013 and the fiscal year ended June 30, 2013 there were no transfers between levels.

NOTE 7. OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following:

	December 31, 2013		June 30, 2013
	($ in millions)
Deferred client conversion and start-up costs	$	135.6	$	133.3
Deferred data center costs		46.1		48.8
Long-term investments		23.4		20.9
Long-term broker fees		8.0		9.2
Other		17.9		19.1
Total	$	231.0	$	231.3

NOTE 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

	December 31, 2013		June 30, 2013
	($ in millions)
Employee compensation and benefits	$	108.9	$	143.1
Accrued broker fees		25.8		49.2
Accrued income tax liability		13.0		51.8
Accrued dividend payable		24.6		21.0
Other		19.9		12.1
Total	$	192.2	$	277.2

11

NOTE 9. BORROWINGS

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

	Expiration Date	December 31, 2013		June 30, 2013		Unused Available Capacity
		($ in millions)
Long-term debt
Fiscal 2012 Term loan facility	(a)	$	—	$	400.0	$	—
Fiscal 2012 Revolving credit facility	September 2016		—		—		500.0
Fiscal 2007 Senior notes	June 2017		124.6		124.5		—
Fiscal 2014 Senior notes	September 2020		399.5		—		—
Total debt		$	524.1	$	524.5	$	500.0

(a) In September 2013, the Company repaid in full the outstanding $400.0 million remaining on the Fiscal 2012 Term loan facility.

Fiscal 2012 Credit Facilities: On September 22, 2011, the Company entered into a $990.0 million senior unsecured credit facility, consisting of a $490.0 million five-year term loan facility (the “Fiscal 2012 Term Loan”) and a $500.0 million five-year revolving credit facility (the “Fiscal 2012 Revolving Credit Facility”) (collectively the “Fiscal 2012 Credit Facilities”). Borrowings under the Fiscal 2012 Credit Facilities bear interest at LIBOR plus 125 basis points. The Fiscal 2012 Revolving Credit Facility also has an annual facility fee equal to 15 basis points, on the unused portion of the facility, which totaled $0.2 million and $0.4 million for the three and six months ended December 31, 2013 and 2012, respectively. The Company incurred $3.0 million in debt issuance costs to establish the Fiscal 2012 Credit Facilities, of which $0.1 million of these costs were expensed as incurred and $2.9 million of these costs were capitalized in Other non-current assets in the Condensed Consolidated Balance Sheets and are being amortized to Other expenses, net on a straight-line basis, which approximates the effective interest method, over the terms of these facilities. During the quarter ended September 30, 2013, the Company repaid the Fiscal 2012 Term Loan and expensed the remaining issuance costs associated with this debt, which was approximately $0.9 million. As of December 31, 2013 and June 30, 2013, $2.1 million and $1.0 million, respectively, had been amortized or expensed related to the Fiscal 2012 Credit Facilities, with $0.8 million remaining to be amortized related to the Fiscal 2012 Revolving Credit Facility.

The Fiscal 2012 Term Loan contained a repayment schedule that required the Company to make minimum principal repayments on the loan. During the fiscal year ended June 30, 2012, the Company repaid $90.0 million of the $490.0 million of borrowings under the Fiscal 2012 Term Loan and had met the repayment requirements on the Fiscal 2012 Term Loan through September 30, 2014. During the quarter ended September 30, 2013, the Company repaid the remaining $400.0 million outstanding on the Fiscal 2012 Term Loan. The weighted-average interest rate on the Fiscal 2012 Term Loan was 1.44% and 1.49% for the three months ended September 30, 2013 and 2012, respectively. The weighted-average interest rate on the Fiscal 2012 Term Loan was 1.48% for the six months ended December 31, 2012.

The Fiscal 2012 Revolving Credit Facility is subject to covenants, including financial covenants consisting of a leverage ratio and an interest coverage ratio. At December 31, 2013, the Company is not aware of any instances of any non-compliance with the financial covenants of the Fiscal 2012 Revolving Credit Facility.

Fiscal 2007 Senior Notes: In May 2007, the Company completed an offering of $250.0 million in aggregate principal amount of senior notes (the “Fiscal 2007 Senior Notes”). The Fiscal 2007 Senior Notes will mature on June 1, 2017 and bear interest at a rate of 6.125% per annum. Interest on the Fiscal 2007 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year. The Fiscal 2007 Senior Notes were issued at a price of 99.1% (effective yield to maturity of 6.251%). The indenture governing the Fiscal 2007 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money and to enter into certain sale-leaseback transactions. At December 31, 2013, the Company is not aware of any instances of non-compliance with the covenants of the indenture governing the Fiscal 2007 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2007 Senior Notes upon a change of control triggering event. The Fiscal 2007 Senior Notes are senior unsecured obligations of the Company and rank equally with the Company’s other senior indebtedness. The Company may redeem the Fiscal 2007 Senior Notes in whole or in part at any time before their maturity. The Company incurred $1.9 million in debt issuance costs to establish the Fiscal 2007 Senior Notes. These costs have been capitalized and are being amortized to Other expenses, net on a straight-line basis, which approximates the effective interest method, over the ten-year term. At December 31, 2013 and June 30, 2013, the accumulated amortization related to the Fiscal 2007 Senior Notes was $1.2 million and $1.1 million, respectively. During the fiscal year ended June 30, 2009, the Company purchased $125.0 million principal amount of the Fiscal 2007 Senior Notes (including $1.0 million unamortized bond discount) pursuant to a cash tender offer for such notes. The fair value of the fixed-rate Fiscal 2007 Senior Notes at December 31, 2013 and June 30, 2013 was $136.9 million and $138.2 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 6, “Fair Value of Financial Instruments”).

12

Fiscal 2014 Senior Notes: In August 2013, the Company completed an offering of $400.0 million in aggregate principal amount of senior notes (the “Fiscal 2014 Senior Notes”). The Fiscal 2014 Senior Notes will mature on September 1, 2020 and bear interest at a rate of 3.95% per annum. Interest on the Fiscal 2014 Senior Notes is payable semi-annually in arrears on March 1 and September 1 of each year. The Fiscal 2014 Senior Notes were issued at a price of 99.871% (effective yield to maturity of 3.971%). The indenture governing the Fiscal 2014 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money and to enter into certain sale-leaseback transactions. At December 31, 2013, the Company is not aware of any instances of non-compliance with the covenants of the indenture governing the Fiscal 2014 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2014 Senior Notes upon a change of control triggering event. The Fiscal 2014 Senior Notes are senior unsecured obligations of the Company and rank equally with the Company’s other senior indebtedness. The Company may redeem the Fiscal 2014 Senior Notes in whole or in part at any time before their maturity. The Company incurred $4.3 million in debt issuance costs to establish the Fiscal 2014 Senior Notes. These costs have been capitalized and are being amortized to Other expenses, net on a straight-line basis, which approximates the effective interest method, over the seven-year term. At December 31, 2013, the accumulated amortization related to the Fiscal 2014 Senior Notes was $0.3 million. The fair value of the fixed-rate Fiscal 2014 Senior Notes at December 31, 2013 was $403.5 million based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 6, “Fair Value of Financial Instruments”).

In addition, certain of the Company’s foreign subsidiaries have unsecured, uncommitted lines of credit with banks. As of December 31, 2013 and June 30, 2013, there were no outstanding borrowings under these lines of credit.

NOTE 10. STOCK-BASED COMPENSATION

The activity related to the Company’s incentive equity awards for the three months ended December 31, 2013 consisted of the following:

	Stock Options					Time-based Restricted Stock Units					Performance-based Restricted Stock Units
	Number of Options (c)			Weighted- Average Exercise Price		Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value
Balances at October 1, 2013		10,641,127		$	20.47		2,045,007		$	19.72		586,318		$	20.22
Granted		92,149			36.35		859,888			30.17		231,839			29.32
Exercise of stock options (a)		(336,345	)		17.56		—			—		—			—
Vesting of restricted stock units		—			—		—			—		—			—
Expired/forfeited		(92,802	)		20.63		(37,450	)		23.92		(12,452	)		26.03
Balances at December 31, 2013 (b)		10,304,129		$	20.71		2,867,445		$	22.80		805,705		$	22.75

(a) Stock options exercised during the period of October 1, 2013 through December 31, 2013 had an intrinsic value of $6.0 million.

(b) As of December 31, 2013, the Company’s outstanding “in the money” stock options using the December 31, 2013 closing stock price of $39.52 (approximately 8.0 million shares) had an aggregate intrinsic value of $156.3 million. As of December 31, 2013, time-based restricted stock units and performance-based restricted stock units expected to vest using the December 31, 2013 share price of $39.52 (approximately 2.5 million and 0.8 million shares, respectively) had an aggregate intrinsic value of $100.3 million and $33.2 million, respectively.

(c) Stock options outstanding as of December 31, 2013 have a weighted-average remaining contractual life of 5.2 years and 8.0 million stock options are exercisable.

13

The activity related to the Company’s incentive equity awards for the six months ended December 31, 2013 consisted of the following:

	Stock Options					Time-based Restricted Stock Units					Performance-based Restricted Stock Units
	Number of Options			Weighted- Average Exercise Price		Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value
Balances at July 1, 2013		10,985,482		$	20.39		2,086,834		$	19.65		572,823		$	19.96
Granted		107,555			35.62		872,035			30.17		250,544			29.30
Exercise of stock options (a)		(666,812	)		17.74		—			—		—			—
Vesting of restricted stock units (b)		—			—		—			—		(5,210	)		23.30
Expired/forfeited		(122,096	)		21.15		(91,424	)		21.07		(12,452	)		26.03
Balances at December 31, 2013		10,304,129		$	20.71		2,867,445		$	22.80		805,705		$	22.75

(a) Stock options exercised during the period of July 1, 2013 through December 31, 2013 had an intrinsic value of $10.0 million.

(b) Performance-based restricted stock units that vested during the period of July 1, 2013 through December 31, 2013 had a fair value of $0.1 million.

The Company has stock-based compensation plans under which the Company annually grants stock option and restricted stock unit awards. Exercise prices on options granted have been and continue to be set equal to the market price of the underlying shares on the date of the grant (except the special stock option grants, some of which have a premium exercise price), with the measurement of stock-based compensation expense recognized in Net earnings based on the fair value of the award on the date of grant. Stock-based compensation expense of $9.9 million and $8.4 million, respectively, as well as related tax benefits of $3.7 million and $3.2 million, respectively, was recognized for the three months ended December 31, 2013 and 2012, respectively. Stock-based compensation expense of $14.7 million and $12.9 million, respectively, as well as related tax benefits of $5.5 million and $4.9 million, respectively, was recognized for the six months ended December 31, 2013 and 2012, respectively.

As of December 31, 2013, the total remaining unrecognized compensation cost related to non-vested stock options and restricted stock unit awards amounted to $4.1 million and $40.0 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 3.0 years and 1.8 years, respectively.

For stock options issued, the fair value of each stock option was estimated on the date of grant using a binomial option pricing model. The binomial model considers a range of assumptions related to volatility, risk-free interest rate and employee exercise behavior. Expected volatilities utilized in the binomial model are based on a combination of implied market volatilities, historical volatility of the Company’s stock price and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of the stock option grants is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding.

NOTE 11. INCOME TAXES

The Provision for income taxes and effective tax rates for the three and six months ended December 31, 2013 were $15.1 million and 35.4%, and $40.0 million and 35.7%, respectively, compared to $8.9 million and 36.0%, and $19.2 million and 36.0%, for the three and six months ended December 31, 2012, respectively. The decrease in the effective tax rate for the three and six months ended December 31, 2013 when compared to the comparable prior year period is primarily attributable to the geographical mix of income and lower tax rates in certain non-U.S. tax jurisdictions.

NOTE 12. CONTRACTUAL COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of business, the Company is subject to various claims and litigation. While the outcome of any claim or litigation is inherently unpredictable, the Company believes that the ultimate resolution of these matters will not, individually or in the aggregate, result in a material impact on its financial condition, results of operations or cash flows.

14

The Company entered into a data center outsourcing services agreement with Automatic Data Processing, Inc. (“ADP”) before the Company’s spin-off from ADP in March 2007 (the “ADP Agreement”) under which ADP provided the Company with data center services. The ADP Agreement expired on June 30, 2012. The Company has no further obligations with ADP for data center services.

In March 2010, the Company and International Business Machines Corporation (“IBM”) entered into an Information Technology Services Agreement (the “IT Services Agreement”), under which IBM provides certain aspects of the Company’s information technology infrastructure that were previously provided under the ADP Agreement. Under the IT Services Agreement, IBM provides a broad range of technology services to the Company including supporting its mainframe, midrange, server, network and data center operations, as well as providing disaster recovery services. The Company has the option of incorporating additional services into the agreement over time. The migration of the data center processing from ADP to IBM was completed in August 2012. The IT Services Agreement expires on June 30, 2022. The Company has the right to renew the initial term of the IT Services Agreement for up to one additional 12-month term. Commitments remaining under this agreement at December 31, 2013 are $469.8 million through fiscal year 2022, the final year of the contract.

It is not the Company’s business practice to enter into off-balance sheet arrangements. However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations, and cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company may use derivative financial instruments as risk management tools and not for trading purposes. The Company was not a party to any derivative financial instruments as of December 31, 2013 and June 30, 2013, respectively. In the normal course of business, the Company also enters into contracts in which it makes representations and warranties that relate to the performance of the Company’s products and services. The Company does not expect any material losses related to such representations and warranties, or collateral arrangements.

The Company’s business process outsourcing and mutual fund processing services are performed by a registered broker-dealer. As a registered broker-dealer and member of Financial Industry Regulatory Authority, Inc. (“FINRA”), it is subject to regulations concerning many aspects of its business, including trade practices, capital requirements, record retention, money laundering prevention, the protection of customer funds and customer securities, and the supervision of the conduct of directors, officers and employees. A failure to comply with any of these laws, rules or regulations could result in censure, fine, the issuance of cease-and-desist orders, or the suspension or revocation of SEC or FINRA authorization granted to allow the operation of its business or disqualification of its directors, officers or employees. In addition, as a registered broker-dealer, it is required to participate in the Securities Investor Protection Corporation (“SIPC”) for the benefit of customers. In addition, MG Trust Company, LLC (“MG Trust Company”), a subsidiary of Matrix, is a Colorado State non-depository trust company whose primary business is to provide cash agent, custodial and directed or non-discretionary trust services to institutional customers. MG Trust Company operates pursuant to the rules and regulations of the Colorado Division of Banking.

NOTE 13. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income:

	Foreign Currency Translation		Available- for-Sale Securities		Pension and Post- Retirement Liabilities			Total
	($ in millions)
Balances at July 1, 2013	$	7.6	$	1.1	$	(4.5	)	$	4.2
Other comprehensive income before reclassifications		3.3		0.5		—			3.8
Amounts reclassified from accumulated other comprehensive income		—		—		0.1			0.1
Balances at December 31, 2013	$	10.9	$	1.6	$	(4.4	)	$	8.1

15

	Foreign Currency Translation		Available- for-Sale Securities		Pension and Post- Retirement Liabilities			Total
	($ in millions)
Balances at October 1, 2013	$	5.9	$	1.0	$	(4.4	)	$	2.5
Other comprehensive income before reclassifications		5.0		0.6		—			5.6
Amounts reclassified from accumulated other comprehensive income		—		—		—			—
Balances at December 31, 2013	$	10.9	$	1.6	$	(4.4	)	$	8.1

The following table summarizes the reclassifications out of accumulated other comprehensive income:

	Three Months Ended December 31,					Six Months Ended December 31,
	2013			2012		2013			2012
	($ in millions)
Pension and Post-retirement liabilities:
Amortization of loss reclassified into Selling, general and administrative expenses	$	0.1		$	—	$	0.2		$	0.2
Tax income		(0.1	)		—		(0.1	)		(0.1	)
Amortization of loss net of tax	$	—		$	—	$	0.1		$	0.1

NOTE 14. INTERIM FINANCIAL DATA BY SEGMENT

The Company classifies its operations into the following two reportable segments: Investor Communication Solutions and Securities Processing Solutions.

The primary components of “Other” are the elimination of intersegment revenues and profits as well as certain unallocated expenses. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and fiscal year 2014 budgeted foreign currency exchange rates.

Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related expense items of an unusual or non-recurring nature in Other rather than reflect such items in segment profit.

16

Segment results:

	Revenues
	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
	($ in millions)
Investor Communication Solutions	$	345.9		$	326.8		$	722.1		$	666.3
Securities Processing Solutions		174.1			163.8			342.8			317.7
Foreign currency exchange		0.6			2.6			0.9			5.0
Total	$	520.6		$	493.2		$	1,065.8		$	989.0
	Earnings (Loss) before Income Taxes
	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
	($ in millions)
Investor Communication Solutions	$	20.7		$	16.5		$	61.6		$	43.7
Securities Processing Solutions		34.6			20.0			66.3			29.4
Other		(17.3	)		(15.1	)		(25.3	)		(27.0	)
Foreign currency exchange		4.7			3.3			9.4			7.2
Total	$	42.7		$	24.7		$	112.0		$	53.3

* * * * * * *

17

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements (the “Financial Statements”) and accompanying Notes thereto included elsewhere herein.

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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” and other words of similar meaning, are forward-looking statements. In particular, information appearing under “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:

• the success of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) in retaining and selling additional services to its existing clients and in obtaining new clients;

• 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;

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

• declines in participation and activity in the securities markets;

• any material breach of Broadridge security affecting its clients’ customer information;

• the failure of our outsourced data center services provider 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 and economic conditions and their impact on the securities markets;

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

• the ability to attract and retain key personnel;

• the impact of new acquisitions and divestitures; and

• competitive conditions.

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 in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2013 (the “2013 Annual Report”) for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements.

All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q and the 2013 Annual Report. We disclaim any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

Broadridge is a leading global provider of investor communications and technology-driven solutions to banks, broker-dealers, mutual funds and corporate issuers. Our systems and services include investor communication solutions, and securities processing and business process outsourcing services. In short, we provide the infrastructure that helps the financial services industry operate. With over 50 years of experience, we provide financial services firms with advanced, dependable, scalable and cost-effective integrated systems. Our systems help reduce the need for clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities. Our operations are classified into two business segments: Investor Communication Solutions and Securities Processing Solutions.

18

Investor Communication Solutions

Our Bank/Broker-Dealer Communications, Mutual Fund and Retirement Solutions and Corporate Issuer Solutions businesses operate within this segment. A large portion of our Investor Communication Solutions business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge, our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors, helps ensure the participation of the largest stockholders of many companies. We also provide the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help our clients meet their regulatory compliance needs. In addition, we provide financial information distribution and transaction reporting services to both financial institutions and securities issuers. These services include the processing and distribution of account statements and trade confirmations, traditional and personalized document fulfillment and content management services, marketing communications, and imaging, archival and workflow solutions that enable and enhance our clients’ communications with investors. All of these communications are delivered through paper or electronic channels.

In addition, Broadridge provides corporate issuers with registered proxy services, as well as registrar, stock transfer and record-keeping services.

In fiscal year 2014, the Company acquired Bonaire Software Solutions, LLC (“Bonaire”), a leading provider of fee calculation, billing, and revenue and expense management solutions for asset managers including institutional asset managers, wealth managers, mutual funds, bank trusts, hedge funds and capital markets firms.

In fiscal year 2014, the Securities and Exchange Commission (the “SEC”) approved the proxy distribution fee changes proposed by the New York Stock Exchange in May 2012. The fee changes go into effect for shareholder meetings that have record dates on or after January 1, 2014, and we are prepared to implement the approved changes. We believe the net financial impact of the fee changes on Broadridge will be neutral to slightly positive.

Securities Processing Solutions

We offer a suite of advanced computerized real-time transaction processing services that automate the securities transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, settlement, and accounting. Our services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management, focus on their core businesses, and manage risk. With multi-currency capabilities, our Global Processing Solution supports real-time global trading of equity, option, mutual fund, and fixed income securities in established and emerging markets. In addition, our business process outsourcing services allow broker-dealers to outsource certain administrative functions relating to clearing and settlement, from order entry to trade matching and settlement, while maintaining their ability to finance and capitalize their businesses.

In fiscal year 2012, the Company acquired Paladyne Systems, Inc. (“Paladyne”), a provider of buy-side technology solutions for the global investment management industry.

Basis of Presentation

The Condensed Consolidated Financial Statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“GAAP”). These Condensed Consolidated Financial Statements present the condensed consolidated position of the Company. These financial statements include the entities in which the Company directly or indirectly has a controlling financial interest and various entities in which the Company has investments recorded under both the cost and equity methods of accounting. All material intercompany balances and transactions have been eliminated. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements for the fiscal year ended June 30, 2013 in the 2013 Annual Report on Form 10-K filed with the SEC on August 8, 2013.

In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of results reported. The results of operations reported for the periods presented are not necessarily indicative of the results of operations for subsequent periods.

19

Critical Accounting Policies

In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Management continually evaluates the accounting policies and estimates used to prepare the Condensed Consolidated Financial Statements. The estimates, by their nature, are based on judgment, available information, and historical experience and are believed to be reasonable. However, actual amounts and results could differ from these estimates made by management. In management’s opinion, the Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of results reported. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in the “Critical Accounting Policies” section of Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2013 Annual Report on Form 10-K.

Results of Operations

The following discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the three and six months ended December 31, 2013 compared to the three and six months ended December 31, 2012. The Analysis of Condensed Consolidated Statements of Earnings should be read in conjunction with the Analysis of Reportable Segments, which provides more detailed discussions concerning certain components of the Condensed Consolidated Statements of Earnings.

The following references are utilized in the discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments:

“Acquisition Amortization and Other Costs” represents amortization charges associated with intangible asset values as well as other deal costs associated with the Company’s acquisitions.

“Net New Business” refers to revenues from closed sales less client losses.

“Restructuring Charges” refers to severance costs, the impact of one-time system development costs for Apex Clearing Holdings LLC (“Apex Holdings”) and the Canadian subsidiary of Penson Worldwide, Inc., and a one-time cost to restructure and outsource certain processing related to our desktop applications.

The following definitions describe the Company’s Revenues:

Fee revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity. In addition, the level of recurring and event-driven activity we process directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. The types of services we provide that comprise event-driven activity are:

• Mutual Fund Proxy: The proxy and related services we provide to mutual funds when certain events occur requiring a shareholder vote including changes in directors, sub-advisors, fee structures, investment restrictions, and mergers of funds.

• Mutual Fund Communications: Mutual fund communications services consist primarily of the distribution on behalf of mutual funds of supplemental information required to be provided to the annual mutual fund prospectus as a result of certain triggering events such as a change in portfolio managers. In addition, mutual fund communications consist of notices and marketing materials such as newsletters.

• Proxy Contests and Specials, Corporate Actions, and Other: The proxy services we provide in connection with shareholder meetings driven by special events such as proxy contests, mergers and acquisitions, and tender/exchange offers.

Event-driven fee revenues are based on the number of special events and corporate transactions we process. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven fee revenue. As such, the timing and level of event-driven activity and its potential impact on revenues and earnings is difficult to forecast.

Generally, mutual fund proxy activity has been subject to a greater level of volatility than the other components of event-driven activity. For the six months ended December 31, 2013, mutual fund proxy fee revenues were 70% higher than the six months ended December 31, 2012. During fiscal year 2013, mutual fund proxy fee revenues were 54% higher than the prior fiscal year while during fiscal years 2012 and 2011, mutual fund proxy revenues were 28% and 74% lower, respectively, than their prior fiscal years. Although it is difficult to forecast the levels of event-driven activity, we expect that the portion of fee revenues derived from mutual fund proxy activity may continue to experience volatility in the future.

20

Revenues derived from sales are a component of “Net New Business,” which is defined herein as revenues from closed sales less client losses. Closed sales represent anticipated revenues for new client contracts that were signed by Broadridge during the periods referenced. A sale is considered closed when the Company has received the signed client contract. For recurring revenue closed sales, the amount of the closed sale is generally a reasonable estimate of annual revenues based on client volumes or activity, excluding pass-through revenues such as distribution revenues. Event-driven revenue closed sales primarily occur in our Investor Communication Solutions segment. The amount of the event-driven revenue closed sale is generally a reasonable estimate of production revenues based on client volumes or activity, excluding pass-through revenues such as distribution revenues. Broadridge’s determination of the amount of a closed sale is based on the client’s estimate of transaction volumes and activity levels, as our fees are largely based on transaction volume and activity levels. The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as closed sales. Larger recurring revenue closed sales can take up to 12 to 24 months to convert to revenues, particularly for the services provided by our Securities Processing Solutions segment. The majority of event-driven revenue closed sales are usually recognized during the year the contract is signed.

The Company tracks actual revenue achieved during the first year that the client contract is fully implemented and compares this to the amount that was included in the Company’s previously reported closed sales amount. The Company adjusts the current year closed sales amount for any difference between the prior year’s reported closed sales amount and the actual revenue achieved in the first year of the applicable contract. Recurring revenue closed sales were adjusted by $(0.3) million and $0.1 million for the three and six months ended December 31, 2013. Recurring revenue closed sales were adjusted by $(1.7) million and $(1.7) million for the three and six months ended December 31, 2012.

Analysis of Condensed Consolidated Statements of Earnings

Three Months Ended December 31, 2013 versus Three Months Ended December 31, 2012

The table below presents Condensed Consolidated Statements of Earnings data for the three months ended December 31, 2013 and 2012, and the dollar and percentage changes between periods:

	Three Months Ended December 31,
							Change
	2013			2012			$			%
	($ in millions, except per share amounts)
Revenues	$	520.6		$	493.2		$	27.4			6
Cost of revenues		385.1			387.6			(2.5	)		(1	)
Selling, general and administrative expenses		86.0			77.2			8.8			11
Other expenses, net		6.8			3.7			3.1			84
Total expenses		477.9			468.5			9.4			2
Earnings before income taxes		42.7			24.7			18.0			73
Margin		8.2	%		5.0	%					3.2	pts
Provision for income taxes		15.1			8.9			6.2			70
Effective tax rate		35.4	%		36.0	%					(0.6	) pts
Net earnings	$	27.6		$	15.8		$	11.8			75
Basic earnings per share	$	0.23		$	0.13		$	0.10			77
Diluted earnings per share	$	0.22		$	0.13		$	0.09			69

21

Six Months Ended December 31, 2013 versus Six Months Ended December 31, 2012

The table below presents Condensed Consolidated Statements of Earnings data for the six months ended December 31, 2013 and 2012, and the dollar and percentage changes between periods:

	Six Months Ended December 31,
							Change
	2013			2012			$		%
	($ in millions, except per share amounts)
Revenues	$	1,065.8		$	989.0		$	76.8		8
Cost of revenues		782.6			777.6			5.0		1
Selling, general and administrative expenses		159.5			150.1			9.4		6
Other expenses, net		11.7			8.0			3.7		46
Total expenses		953.8			935.7			18.1		2
Earnings before income taxes		112.0			53.3			58.7		110
Margin		10.5	%		5.4	%				5.1	pts
Provision for income taxes		40.0			19.2			20.8		108
Effective tax rate		35.7	%		36.0	%				(0.3	) pts
Net earnings	$	72.0		$	34.1		$	37.9		111
Basic earnings per share	$	0.60		$	0.28		$	0.32		114
Diluted earnings per share	$	0.58		$	0.27		$	0.31		115

Three Months Ended December 31, 2013 versus Three Months Ended December 31, 2012

Revenues. Revenues for the three months ended December 31, 2013 were $520.6 million, an increase of $27.4 million, or 6%, compared to $493.2 million for the three months ended December 31, 2012. The $27.4 million increase was driven by higher recurring fee revenues of $27.5 million, or 9%, and higher distribution revenues of $1.5 million, or 1%. The positive contribution from recurring fee revenues reflected gains from Net New Business and internal growth. Event-driven fee revenues were $28.0 million, essentially flat compared to $27.6 million for the three months ended December 31, 2012. Fluctuations in foreign currency exchange rates negatively impacted revenues by $2.0 million.

Closed sales for the three months ended December 31, 2013 were $33.9 million, an increase of $3.0 million, or 10%, compared to $30.9 million for the three months ended December 31, 2012. Recurring revenue closed sales for the three months ended December 31, 2013 were $23.0 million, an increase of $2.6 million, or 13%, compared to $20.4 million for the three months ended December 31, 2012. Event-driven revenue closed sales for the three months ended December 31, 2013 were $10.9 million, an increase of $0.4 million, or 4%, compared to $10.5 million for the three months ended December 31, 2012.

Six Months Ended December 31, 2013 versus Six Months Ended December 31, 2012

Revenues. Revenues for the six months ended December 31, 2013 were $1,065.8 million, an increase of $76.8 million, or 8%, compared to $989.0 million for the six months ended December 31, 2012. The $76.8 million increase was driven by higher recurring fee revenues of $60.3 million, higher distribution revenues of $11.9 million, and higher event-driven fee revenues, which increased from $59.9 million to $68.6 million, or $8.7 million. The positive contribution from recurring fee revenues reflected higher Net New Business and internal growth. Fluctuations in foreign currency exchange rates negatively impacted revenues by $4.1 million.

Closed sales for the six months ended December 31, 2013 were $54.5 million, an increase of $4.3 million, or 9%, compared to $50.2 million for the six months ended December 31, 2012. Recurring revenue closed sales for the six months ended December 31, 2013 were $38.1 million, an increase of $4.0 million, or 12%, compared to $34.1 million for the six months ended December 31, 2012. Event-driven revenue closed sales for the six months ended December 31, 2013 were $16.4 million, an increase of $0.3 million, or 2%, compared to $16.1 million for the six months ended December 31, 2012.

Three Months Ended December 31, 2013 versus Three Months Ended December 31, 2012

Total Expenses. Total expenses for the three months ended December 31, 2013 were $477.9 million, an increase of $9.4 million, or 2%, compared to $468.5 million for the three months ended December 31, 2012. Higher Selling, general and administrative expenses of $8.8 million, or 11%, and a $3.1 million increase in Other expenses, net were slightly offset by lower Cost of revenues, which were lower by $2.5 million, or 1%.

22

Cost of revenues for the three months ended December 31, 2013 were $385.1 million, a decrease of $2.5 million, or 1%, compared to $387.6 million for the three months ended December 31, 2012. The decrease reflects lower investment spend of $3.6 million and a reduction in restructuring charges of $3.6 million as compared to the prior year period, partially offset by higher margin revenue mix of $4.3 million on higher fee revenues, higher distribution cost of revenues of $1.1 million and higher costs of $1.6 million related to the Bonaire acquisition. Distribution cost of revenues consists primarily of postage-related expenses. Fluctuations in foreign currency exchange rates decreased fee cost of revenues by $2.6 million.

Selling, general and administrative expenses for the three months ended December 31, 2013 were $86.0 million, an increase of $8.8 million, or 11%, compared to $77.2 million for the three months ended December 31, 2012. The increase was primarily due to costs related to higher selling and marketing expenses of $5.7 million and the $1.4 million impact of the Bonaire acquisition. Fluctuations in foreign currency exchange rates decreased Selling, general and administrative expenses by $0.4 million.

Other expenses, net for the three months ended December 31, 2013 were $6.8 million, an increase of $3.1 million, or 84%, compared to $3.7 million for the three months ended December 31, 2012, mainly reflecting higher interest expense on borrowings. Fluctuations in foreign currency exchange rates increased Other expenses by $0.6 million.

Six Months Ended December 31, 2013 versus Six Months Ended December 31, 2012

Total Expenses. Total expenses for the six months ended December 31, 2013 were $953.8 million, an increase of $18.1 million, or 2%, compared to $935.7 million for the six months ended December 31, 2012. The increase reflects higher Cost of revenues of $5.0 million, or 1%, higher Selling, general and administrative expenses of $9.4 million, or 6%, and a $3.7 million increase in Other expenses, net.

Cost of revenues for the six months ended December 31, 2013 were $782.6 million, an increase of $5.0 million, or 1%, compared to $777.6 million for the six months ended December 31, 2012. The increase reflects higher margin revenue mix of $17.6 million on higher fee revenues, higher distribution cost of revenue of $5.6 million and higher costs related to the Bonaire acquisition of $3.6 million. These costs were partially offset by savings related to the migration of the data center to IBM of $6.2 million, restructuring charges of $4.3 million incurred in the prior year period, coupled with lower investment spend of $6.6 million. Distribution cost of revenues consists primarily of postage-related expenses. Fluctuations in foreign currency exchange rates decreased fee cost of revenues by $4.9 million.

Selling, general and administrative expenses for the six months ended December 31, 2013 were $159.5 million, an increase of $9.4 million, or 6%, compared to $150.1 million for the six months ended December 31, 2012. The 6% increase was primarily due to higher sales and marketing expenses of $9.6 million, the impact of the Bonaire acquisition of $2.8 million, partially offset by a $3.3 million adjustment due to a decrease in the fair value of our obligations under contingent acquisition consideration arrangements. Fluctuations in foreign currency exchange rates decreased Selling, general and administrative expenses by $0.7 million.

Other expenses, net for the six months ended December 31, 2013 were $11.7 million, an increase of $3.7 million, or 46%, compared to $8.0 million for the six months ended December 31, 2012, reflecting mainly higher interest expense on borrowings. Fluctuations in foreign currency exchange rates decreased Other expenses, net by $1.4 million.

Earnings before Income Taxes. Earnings before income taxes for the three months ended December 31, 2013 were $42.7 million, an increase of $18.0 million, or 73%, compared to $24.7 million for the three months ended December 31, 2012. The increase is mainly due to higher revenues and operating leverage coupled with the positive impact of improved productivity from strategic initiatives. Pre-tax margin increased to 8.2% for the three months ended December 31, 2013 compared to 5.0% for the three months ended December 31, 2012.

Earnings before income taxes for the six months ended December 31, 2013 were $112.0 million, an increase of $58.7 million, or 110%, compared to $53.3 million for the six months ended December 31, 2012. The increase is mainly due to higher revenues and operating leverage coupled with the positive impact of improved productivity from strategic initiatives. Pre-tax margin increased to 10.5% for the six months ended December 31, 2013 compared to 5.4% for the six months ended December 31, 2012.

Provision for Income Taxes. Provision for income taxes and effective tax rates for the three and six months ended December 31, 2013 were $15.1 million and 35.4%, and $40.0 million and 35.7%, respectively, compared to $8.9 million and 36.0%, and $19.2 million and 36.0%, for the three and six months ended December 31, 2012, respectively. The decrease in the effective tax rate for the six months ended December 31, 2013 when compared to the comparable prior year period is primarily attributable to the geographical mix of income and lower tax rates in certain non-U.S. tax jurisdictions.

23

Net Earnings and Basic and Diluted Earnings per Share. Net earnings for the three months ended December 31, 2013 were $27.6 million, an increase of $11.8 million, or 75%, compared to $15.8 million for the three months ended December 31, 2012. The increase in Net earnings from continuing operations reflects higher revenues, increased pre-tax margins from higher margin revenue business and the positive impact of improved productivity from strategic initiatives.

Net earnings for the six months ended December 31, 2013 were $72.0 million, an increase of $37.9 million, or 111%, compared to $34.1 million for the six months ended December 31, 2012. The increase in Net earnings from continuing operations reflects higher revenues, increased pre-tax margins from higher margin revenue business and the positive impact of improved productivity from strategic initiatives.

Basic and Diluted earnings per share for the three months ended December 31, 2013 were $0.23 and $0.22, an increase of $0.10 and $0.09, or 77% and 69% respectively, compared to $0.13 and $0.13 for the three months ended December 31, 2012, respectively.

Basic and Diluted earnings per share for the six months ended December 31, 2013 were $0.60 and $0.58, an increase of $0.32 and $0.31, or 114% and 115% respectively, compared to $0.28 and $0.27 for the six months ended December 31, 2012, respectively.

Analysis of Reportable Segments

The Company classifies its operations into the following two reportable segments: Investor Communication Solutions and Securities Processing Solutions.

The primary components of “Other” are the elimination of intersegment revenues and profits and certain unallocated expenses. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and the fiscal year 2014 budgeted foreign currency exchange rates reflected in the segments.

Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related expense items of an unusual or non-recurring nature in consolidation rather than reflect such items in segment profit.

Revenues

	Three Months Ended December 31,										Six Months Ended December 31,
					Change										Change
	2013		2012		$			%			2013		2012		$			%
	($ in millions)										($ in millions)
Investor Communication Solutions	$	345.9	$	326.8	$	19.1			6		$	722.1	$	666.3	$	55.8			8
Securities Processing Solutions		174.1		163.8		10.3			6			342.8		317.7		25.1			8
Foreign currency exchange		0.6		2.6		(2.0	)		(77	)		0.9		5.0		(4.1	)		(82	)
Total	$	520.6	$	493.2	$	27.4			6		$	1,065.8	$	989.0	$	76.8			8

Earnings (Loss) Before Income Taxes

	Three Months Ended December 31,												Six Months Ended December 31,
							Change												Change
	2013			2012			$			%			2013			2012			$		%
	($ in millions)												($ in millions)
Investor Communication Solutions	$	20.7		$	16.5		$	4.2			25		$	61.6		$	43.7		$	17.9		41
Securities Processing Solutions		34.6			20.0			14.6			73			66.3			29.4			36.9		126
Other		(17.3	)		(15.1	)		(2.2	)		(15	)		(25.3	)		(27.0	)		1.7		6
Foreign currency exchange		4.7			3.3			1.4			42			9.4			7.2			2.2		31
Total	$	42.7		$	24.7		$	18.0			73		$	112.0		$	53.3		$	58.7		110

24

Investor Communication Solutions

	Three Months Ended December 31,								Six Months Ended December 31,
					Change								Change
	2013		2012		$		%		2013		2012		$		%
	($ in millions)								($ in millions)
Recurring revenues	$	170.3	$	153.1	$	17.2		11	$	345.3	$	310.1	$	35.2		11
Event-driven revenues		28.0		27.6		0.4		1		68.6		59.9		8.7		15
Distribution revenues		147.6		146.1		1.5		1		308.2		296.3		11.9		4
Total	$	345.9	$	326.8	$	19.1		6	$	722.1	$	666.3	$	55.8		8

Revenues. Investor Communication Solutions segment’s Revenues for the three months ended December 31, 2013 were $345.9 million, an increase of $19.1 million, or 6%, compared to $326.8 million for the three months ended December 31, 2012. Higher recurring fee revenues contributed $17.2 million, or 11%, and higher distribution revenues contributed $1.5 million, or 1%, to the $19.1 million increase in revenues.

Higher recurring revenues were driven by Net New Business and continued higher than expected internal growth from market-based activities. During the second fiscal quarter, position growth for mutual fund interim communications and annual equity proxy communications were positive 13% and 11%, respectively. Our internal growth reflects favorable position growth and an increase in fulfillment related market activity. Distribution revenues for the three months ended December 31, 2013 were $147.6 million, an increase of $1.5 million, or 1%, compared to $146.1 million for the three months ended December 31, 2012.

Investor Communication Solutions segment’s Revenues for the six months ended December 31, 2013 were $722.1 million, an increase of $55.8 million, or 8%, compared to $666.3 million for the six months ended December 31, 2012. Higher recurring fee revenues contributed $35.2 million, or 11%, higher event-driven fee revenues contributed $8.7 million, or 15%, and higher distribution revenues contributed $11.9 million, or 4%, to the $55.8 million increase in revenues.

Higher recurring revenues were driven by Net New Business and internal growth. On a full-year basis, position growth and processed pieces are key indicators of internal growth. During the first six months of fiscal year 2014, position growth for mutual fund interim communications and annual equity proxy communications were positive 12% and 10%, respectively. Our internal growth reflects favorable position growth and an increase in fulfillment related market activity. Higher event-driven fee revenues were the result of increased mutual fund proxy activity. Distribution revenues for the six months ended December 31, 2013 were $308.2 million, an increase of $11.9 million, or 4%, compared to $296.3 million for the six months ended December 31, 2012. Although these indicators were positive, the first six months results are not necessarily indicative of our full-year results due to the seasonality of our business.

Earnings before Income Taxes. Earnings before income taxes for the three months ended December 31, 2013 were $20.7 million, an increase of $4.2 million, or 25%, compared to $16.5 million for the three months ended December 31, 2012. Pre-tax margin increased by 1.0 percentage points to 6.0% mainly as a result of higher recurring revenues.

Earnings before income taxes for the six months ended December 31, 2013 were $61.6 million, an increase of $17.9 million, or 41%, compared to $43.7 million for the six months ended December 31, 2012. Pre-tax margin increased by 1.9 percentage points to 8.5% mainly as a result of higher recurring revenues, event-driven revenues and distribution revenues.

Securities Processing Solutions

Revenues. Securities Processing Solutions segment’s Revenues for the three months ended December 31, 2013 were $174.1 million, an increase of $10.3 million, or 6%, compared to $163.8 million for the three months ended December 31, 2012. The increase was the result of a 5% increase in Net New Business, coupled with an increase in equity trade volumes to 953,000 trades per day.

Securities Processing Solutions segment’s Revenues for the six months ended December 31, 2013 were $342.8 million, an increase of $25.1 million, or 8%, compared to $317.7 million for the six months ended December 31, 2012. The increase was the result of a 7% increase in Net New Business, coupled with an increase in equity trade volumes to 930,500 trades per day.

Earnings before Income Taxes. Earnings before income taxes for the three months ended December 31, 2013 were $34.6 million, an increase of $14.6 million, or 73%, compared to $20.0 million for the three months ended December 31, 2012. Pre-tax margins increased by 7.7 percentage points to 19.9% for the three months ended December 31, 2013. The increase was primarily a result of higher revenues and on-going productivity and strategic initiatives.

25

Earnings before income taxes for the six months ended December 31, 2013 were $66.3 million, an increase of $36.9 million, or 126%, compared to $29.4 million for the six months ended December 31, 2012. Pre-tax margins increased by 10.0 percentage points to 19.3% for the six months ended December 31, 2013. The increase was primarily a result of higher revenues and improved productivity and strategic initiatives.

Other

Revenues. There were no reportable Revenues in our Other segment for the periods presented.

Loss before Income Taxes. Loss before income taxes was $17.3 million for the three months ended December 31, 2013, an increase of $2.2 million, compared to a $15.1 million Loss before income taxes for the three months ended December 31, 2012. The increased loss was mainly due to higher interest expense on our Long-term borrowings of $2.8 million.

Loss before income taxes was $25.3 million for the six months ended December 31, 2013, an improvement of $1.7 million, compared to a $27.0 million Loss before income taxes for the six months ended December 31, 2012. The decreased loss was primarily due to a $3.3 million decrease in the fair value of our obligations under contingent acquisition consideration arrangements, a $1.4 million decrease due to fluctuations in foreign currency exchange rates, slightly offset by higher interest expense on our Long-term borrowings of $3.9 million.

Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures

Our results in this Quarterly Report on Form 10-Q are presented in accordance with GAAP; however, in certain circumstances the Company may present results that are not generally accepted accounting principles measures (“Non-GAAP”). We use Non-GAAP financial measures, such as Adjusted net earnings and Free Cash Flows, for a number of reasons, including:

• in communications with our board of directors concerning our consolidated financial performance;

• in communications with analysts and investors as they are commonly reported and widely used enterprise level performance measures; and

• for internal planning purposes, including the preparation of our annual operating budget.

We provide our Net earnings and Diluted earnings per share information on an adjusted basis to exclude the impact of certain significant non-recurring events from our GAAP results because we believe this information helps our investors understand the effect of these significant non-recurring items on our reported results and, therefore, will provide a better representation of our actual performance. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, our reported results presented in accordance with GAAP. Our fiscal year 2014 Non-GAAP results exclude the impact of Acquisition Amortization and Other Costs, and our fiscal year 2013 Non-GAAP results exclude the impact of Acquisition Amortization and Other Costs and Restructuring Charges. The Company expects to incur certain restructuring and reorganization costs during fiscal year 2014 as part of its normal business operations and may adjust its GAAP earnings results to the extent such restructuring and reorganization costs are significant. During fiscal year 2014 to date, the Company has incurred $2.4 million in such costs and deems these costs to be part of our normal business operations.

Set forth below is a reconciliation of Adjusted net earnings (Non-GAAP) to the comparable GAAP measure:

	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
	($ in millions)
Adjusted net earnings (Non-GAAP)	$	31.2		$	21.8		$	79.3		$	44.1
Adjustments:
Acquisition Amortization and Other Costs		(5.6	)		(5.8	)		(11.4	)		(11.3	)
Restructuring Charges		—			(3.6	)		—			(4.3	)
Tax impact of adjustments		2.0			3.4			4.1			5.6
Net earnings (GAAP)	$	27.6		$	15.8		$	72.0		$	34.1

26

Set forth below is a reconciliation of Adjusted diluted earnings per share (Non-GAAP) to the comparable GAAP measure:

	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
Adjusted diluted earnings per share (Non-GAAP)	$	0.25		$	0.17		$	0.64		$	0.35
Adjustments:
Acquisition Amortization and Other Costs		(0.05	)		(0.04	)		(0.09	)		(0.09	)
Restructuring Charges		—			(0.02	)		—			(0.03	)
Tax impact of adjustments		0.02			0.02			0.03			0.04
Diluted earnings per share (GAAP)	$	0.22		$	0.13		$	0.58		$	0.27

We also provide information on our Free Cash Flows because we believe this information helps our investors understand the amount of cash available for dividends, share repurchases, acquisitions and other discretionary investments. The Company defines Free Cash Flows to exclude capital expenditures and software purchases from our GAAP Net operating activity cash flow results.

Set forth below is a reconciliation of Free Cash Flows (Non-GAAP) to the comparable GAAP measure:

	Six Months Ended December 31,
	2013		2012
	($ in millions)
Free Cash Flows provided by operating activities (Non-GAAP)	$	60.1	$	54.5
Adjustment:
Capital expenditures and software purchases		30.8		19.0
Net cash flows provided by operating activities (GAAP)	$	90.9	$	73.5

Financial Condition, Liquidity and Capital Resources

At December 31, 2013, Cash and cash equivalents were $240.3 million and Total stockholders’ equity was $857.5 million. At December 31, 2013, working capital was $343.3 million, compared to $337.5 million at June 30, 2013. At the current time, and in future periods, we expect cash generated by our operations, together with existing cash, cash equivalents, marketable securities and borrowings from the capital markets, to be sufficient to cover cash needs for working capital, capital expenditures, strategic acquisitions, dividends and common stock repurchases.

As of December 31, 2013, $112.4 million of the $240.3 million of cash and cash equivalents was held by our foreign subsidiaries, and $41.1 million of cash and cash equivalents was held by regulated entities. If these funds are needed for our operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate these funds. However, our current plans do not demonstrate a need to repatriate them to fund our U.S. operations.

At December 31, 2013, the Company had $524.1 million outstanding Long-term debt, consisting of senior notes of $124.6 million principal amount due June 2017 and $399.5 million principal amount senior notes due September 2020. These senior notes are senior unsecured obligations of the Company and rank equally with the Company’s other senior indebtedness. Interest on the senior notes due 2017 is payable semiannually on June 1^st and December 1^st each year based on a fixed per annum rate equal to 6.125%. Interest on the senior notes due 2020 is payable semiannually on March 1^st and September 1^st each year based on a fixed per annum rate equal to 3.95%.

In September 2011, the Company entered into a $990.0 million senior unsecured credit facility, consisting of a $490.0 million five-year term loan facility (the “Fiscal 2012 Term Loan”) and a $500.0 million five-year revolving credit facility (the “Fiscal 2012 Revolving Credit Facility”) (collectively the “Fiscal 2012 Credit Facilities”). Borrowings under the Fiscal 2012 Term Loan and Fiscal 2012 Revolving Credit Facility bear interest at LIBOR plus 125 basis points. The Fiscal 2012 Revolving Credit Facility also has an annual facility fee equal to 15 basis points, on the unused portion of the facility, which totals $0.8 million in annual fees if the facility is completely unused.

27

The Fiscal 2012 Term Loan contained a repayment schedule that required the Company to make minimum principal repayments on the loan before the balance of the loan became due in September 2016, with no prepayment penalty. At June 30, 2013, the Company had repaid $90.0 million of the $490.0 million of borrowings. In September 2013, the Company repaid the remaining $400.0 million of borrowings under the Fiscal 2012 Term Loan. The weighted-average interest rate on the Fiscal 2012 Term Loan was 1.44% and 1.49% for the three months ended September 30, 2013 and 2012, respectively.

As of December 31, 2013, the Company had no outstanding borrowings on the Fiscal 2012 Revolving Credit Facility. For the three and six months ended December 31, 2013, the Company incurred $0.2 million and $0.4 million, respectively, in facility fees related to the unused portion of the Fiscal 2012 Revolving Credit Facility.

Based upon current and anticipated levels of operation, management believes that the Company’s cash on hand and cash flows from operations, combined with borrowings available under credit facilities, will be sufficient to enable the Company to meet its current and anticipated cash operating requirements, capital expenditures and working capital needs. Please refer to the discussion of net cash flows provided by financing activities in the following section for further discussion of the Company’s financing activities.

Cash Flows

Net cash flows provided by operating activities were $90.9 million for the six months ended December 31, 2013 compared to $73.5 million net cash flows provided by operating activities during the six months ended December 31, 2012. The increase in cash provided by operating activities is primarily due to improved net earnings for the six months ended December 31, 2013 compared to the six months ended December 31, 2012, and changes in working capital resulting from the timing of accounts receivable collections and vendor payments.

Free Cash Flows were $60.1 million for the six months ended December 31, 2013 compared to $54.5 million in Free Cash Flows during the six months ended December 31, 2012. The increase was driven by an increase in net cash flows provided by operating activities of $17.4 million for the six months ended December 31, 2013 compared to the six months ended December 31, 2012, partially offset by increased capital expenditures and software purchases of $11.8 million for the six months ended December 31, 2013 compared to the six months ended December 31, 2012.

Net cash flows used in investing activities for the six months ended December 31, 2013 were $68.5 million, an increase of $49.5 million compared to $19.0 million net cash flows used in investing activities for the six months ended December 31, 2012. The increase reflects higher spending of $37.7 million on acquisitions, higher capital expenditures of $7.2 million and higher purchases of intangible assets of $4.5 million during the six months ended December 31, 2013 compared to the six months ended December 31, 2012.

Net cash flows used in financing activities for the six months ended December 31, 2013 were $50.3 million, a decrease of $67.9 million compared to $118.2 million net cash flows used in financing activities for the six months ended December 31, 2012. The decreased use of cash in the six months ended December 31, 2013 primarily reflects lower purchases of common stock of $79.3 million in the current year six month period versus the prior year, slightly offset by a decline of $5.9 million of proceeds from exercise of stock options in the current year six month period versus the prior year and a $4.2 million increase in dividend payments in the current year six month period versus the prior year.

Liquidity Risk

Our liquidity position may be negatively affected by changes in general economic conditions, regulatory requirements and access to the capital markets, which may be limited if we were to fail to renew any of the credit facilities on their renewal dates or if we were to fail to meet certain ratios.

Based upon current and anticipated levels of operation, management believes that the Company’s cash on hand and cash flows from operations, combined with borrowings available under credit facilities, will be sufficient to enable the Company to meet its current and anticipated cash operating requirements, capital expenditures and working capital needs. Please refer to the discussion of net cash flows provided by financing activities in the preceding section for further discussion of the Company’s financing activities.

Seasonality

Processing and distributing proxy materials and annual reports to investors in equity securities and mutual funds comprises a large portion of our Investor Communication Solutions business. We process and distribute the greatest number of proxy materials and annual reports during our fourth fiscal quarter (the second quarter of the calendar year). The recurring periodic activity of this business is linked to significant filing deadlines imposed by law on public reporting companies and mutual funds. Historically this has caused our revenues, operating income, net earnings, and cash flows from operating activities to be higher in our fourth fiscal quarter than in

28

any other fiscal quarter. The seasonality of our revenues makes it difficult to estimate future operating results based on the results of any specific fiscal quarter and could affect an investor’s ability to compare our financial condition, results of operations, and cash flows on a fiscal quarter-by-quarter basis.

Income Taxes

Our effective tax rates for the three and six months ended December 31, 2013 were 35.4% and 35.7%, respectively, compared to 36.0% and 36.0%, respectively, for the three and six months ended December 31, 2012. The decrease in our effective tax rate for the three and six months ended December 31, 2013 when compared to the comparable prior year period is primarily attributable to the geographical mix of income and lower tax rates in certain non-U.S. tax jurisdictions.

Contractual Obligations

The Company entered into a data center outsourcing services agreement with Automatic Data Processing, Inc. (“ADP”) before the Company’s spin-off from ADP in March 2007 (the “ADP Agreement”) under which ADP provided the Company with data center services. The ADP Agreement expired on June 30, 2012.

In March 2010, the Company and International Business Machines Corporation (“IBM”) entered into an Information Technology Services Agreement (the “IT Services Agreement”), under which IBM provides certain aspects of the Company’s information technology infrastructure that were previously provided under the ADP Agreement. Under the IT Services Agreement, IBM provides a broad range of technology services to the Company including supporting its mainframe, midrange, server, network and data center operations, as well as providing disaster recovery services. The Company has the option of incorporating additional services into the agreement over time. The migration of the data center processing from ADP to IBM was completed in August 2012. The IT Services Agreement expires on June 30, 2022. The Company has the right to renew the initial term of the IT Services Agreement for up to one additional 12-month term. Commitments remaining under this agreement at December 31, 2013 are $469.8 million through fiscal year 2022, the final year of the contract.

Other Commercial Agreements

The Company’s Fiscal 2012 Revolving Credit Facility has an available capacity of $500.0 million. This revolving credit facility had zero outstanding at December 31, 2013.

Certain of the Company’s foreign subsidiaries have unsecured, uncommitted lines of credit with banks. There were no outstanding borrowings under these lines of credit at December 31, 2013.

Off-balance Sheet Arrangements

It is not the Company’s business practice to enter into off-balance sheet arrangements. However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations and cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company uses derivative financial instruments as risk management tools and not for trading purposes. The Company was not a party to any derivative financial instruments at December 31, 2013 or at June 30, 2013. In the normal course of business, the Company also enters into contracts in which it makes representations and warranties that relate to the performance of the Company’s products and services. The Company does not expect any material losses related to such representations and warranties or collateral arrangements.

Recently-issued Accounting Pronouncements

Please refer to Note 2. “New Accounting Pronouncements” to our Financial Statements under Item 1. of Part I of this Quarterly Report on Form 10-Q for a discussion on the impact of new accounting pronouncements.

29

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company provides guarantees to securities clearinghouses and exchanges. Under the standard membership agreement, members are required to guarantee the performance of the other members. Under the agreements, if another member becomes unable to satisfy its obligations to the clearinghouse, the other members would be required to meet any shortfalls. The Company’s liability under these arrangements is not quantifiable and could exceed the cash and securities it has posted as collateral. However, the potential for the Company to be required to make payments under these arrangements is remote. Accordingly, no contingent liability is carried on the Condensed Consolidated Balance Sheets for these transactions.

Certain of the Company’s processing services are performed by a registered broker-dealer. As a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), it is subject to regulations concerning many aspects of its business, including trade practices, capital requirements, record retention, money laundering prevention, the protection of customer funds and customer securities, and the supervision of the conduct of directors, officers and employees. A failure to comply with any of these laws, rules or regulations could result in censure, fine, the issuance of cease-and-desist orders, or the suspension or revocation of SEC or FINRA authorization granted to allow the operation of its business or disqualification of its directors, officers or employees. In addition, as a registered broker-dealer, it is required to participate in the Securities Investor Protection Corporation (“SIPC”) for the benefit of customers. In addition, MG Trust Company, LLC (“MG Trust”), a subsidiary of Matrix, is a Colorado State non-depository trust company whose primary business is to provide cash agent, custodial and directed or non-discretionary trust services to institutional customers. MG Trust operates pursuant to the rules and regulations of the Colorado Division of Banking.

As of December 31, 2013, zero of our total $524.1 million in debt outstanding is based on floating interest rates. Our Fiscal 2012 Revolving Credit Facility had a balance outstanding of zero as of December 31, 2013, and the interest rate is based on LIBOR plus 125 basis points.

Item 4. CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President and Chief Executive Officer, and Acting Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2013. The President and Chief Executive Officer, and Acting Principal Financial Officer concluded that our disclosure controls and procedures as of December 31, 2013 were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President and Chief Executive Officer, and Acting Principal Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended December 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

30

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

In the normal course of business, the Company is subject to claims and litigation. While the outcome of any claim or litigation is inherently unpredictable, the Company believes that the ultimate resolution of these matters will not, individually or in the aggregate, result in a material impact on its financial condition, results of operations, or cash flows.

Item 1A. RISK FACTORS

In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the “Risk Factors” disclosed under Item 1A. to Part I in our Annual Report on Form 10-K for the fiscal year ended June 30, 2013, filed on August 8, 2013. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Other than as set forth below, there have been no material changes to the risk factors we have disclosed in the “Risk Factors” section of our 2013 Annual Report on Form 10-K.

The financial services industry has experienced increasing scrutiny by regulatory authorities in recent years and further changes in legislation or regulations may adversely affect our ability to conduct our business or may reduce our profitability.

The legislative and regulatory environment of the financial services industry has recently undergone significant change and may undergo further change in the future. The SEC, FINRA, various stock exchanges, and other U.S. and foreign governmental or regulatory authorities continuously review legislative and regulatory initiatives and may adopt new or revised laws and regulations. These legislative and regulatory initiatives may adversely affect the way in which we conduct our business and may make our business less profitable. Also, changes in the interpretation or enforcement of existing laws and regulations by those entities may adversely affect our business.

Our Investor Communication Solutions and Securities Processing Solutions businesses are generally not directly subject to federal, state, or foreign laws and regulations that are specifically applicable to financial institutions. However, as a provider of services to financial institutions and issuers of securities, our services are particularly sensitive to changes in laws and regulations governing our clients and the securities markets. In 2010, the SEC issued the Concept Release focused on a wide range of topics related to the U.S. proxy system. The SEC may, but is not necessarily required to, engage in rulemaking with respect to the topics addressed by the Concept Release. In September 2010, the NYSE formed the Proxy Fee Advisory Committee made up of issuers, broker-dealers and investors to review the NYSE proxy distribution fees. In May 2012, the Proxy Fee Advisory Committee issued its recommendations on the fees paid by issuers for the distribution of proxy materials to beneficial shareholders. In fiscal year 2014, the SEC approved the NYSE’s proposed changes in fees and they go into effect for shareholder meetings that have record dates on or after January 1, 2014. We will monitor any future actions taken by the SEC, self regulatory organizations, or other participants in the proxy process with respect to the Concept Release.

Certain of our securities processing operations are periodically reviewed by the FFIEC under its authority to examine financial institutions’ technology service providers. Examinations by the FFIEC cover areas such as data integrity and data security. A sufficiently unfavorable review from the FFIEC could result in our clients not being allowed to use our services.

In addition, our business process outsourcing, mutual fund processing and transfer agency solutions as well as the entities providing those services are subject to regulatory oversight. Our provision of these services must comply with applicable rules and regulations of the SEC, FINRA, and various stock exchanges, state securities commissions, and other regulatory bodies charged with safeguarding the integrity of the securities markets and other financial markets and protecting the interests of investors participating in these markets. If we fail to comply with any applicable regulations in performing those services, we could lose our clients, be subject to suits for breach of contract or to governmental proceedings, censures and fines, our reputation could be harmed and we could be limited in our ability to obtain new clients. Our ability to comply with these regulations depends largely upon the maintenance of an effective compliance system which can be time consuming and costly, as well as our ability to attract and retain qualified compliance personnel.

There has been increased public attention regarding the corporate use of personal information, accompanied by legislation and regulations intended to strengthen data protection, information security and consumer privacy. The law in these areas is not consistent or settled. While we believe that Broadridge is compliant with its regulatory responsibilities, the legal, political and business environments in these areas are rapidly changing, and subsequent legislation, regulation, litigation, court rulings or other events could expose Broadridge to increased program costs, liability, and possible damage to our reputation.

31

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table contains information about our purchases of our equity securities for each of the three months during our second fiscal quarter ended December 31, 2013:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans(1)		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans (1)
October 1, 2013 – October 31, 2013		—	$	—		—		—
November 1, 2013 – November 30, 2013		—		—		—		—
December 1, 2013 – December 31, 2013		145,000		38.82		145,000		6,217,820
Total		145,000	$	38.82		145,000		6,217,820

(1) On August 8, 2012, the Board of Directors authorized the repurchase of up to 4,000,000 shares of the Company’s common stock.

On April 30, 2013, the Board of Directors authorized the repurchase of up to 6,000,000 shares of the Company’s common stock.

At December 31, 2013, there were 6,217,820 shares remaining for repurchase under these authorizations. During the fiscal quarter ended December 31, 2013, the Company repurchased 145,000 shares of common stock under the August 8, 2012 stock repurchase authorization at an average price per share of $38.82. At December 31, 2013, 217,820 shares remain available for repurchase under the August 8, 2012 stock repurchase authorization and 6,000,000 shares remain available for repurchase under the April 30, 2013 stock repurchase authorization.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

32

Item 6. EXHIBITS

The following exhibits are being filed as part of this Quarterly Report on Form 10-Q:

4.1	Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan, Amended and Restated Effective November 14, 2013 (incorporated by reference to Exhibit 4.1 to the S-8 filed on December 9, 2013).
31.1	Certification of the President and Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Acting Principal Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Acting Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial statements from the Broadridge Financial Solutions, Inc. Quarterly Report on Form 10-Q for the quarter ended December 31, 2013, formatted in eXtensible Business Reporting Language (XBRL): (i) condensed consolidated statements of earnings for the three and six months ended December 31, 2013 and 2012, (ii) condensed consolidated statements of comprehensive income for the three and six months ended December 31, 2013 and 2012, (iii) condensed consolidated balance sheets as of December 31, 2013 and June 30, 2013, (iv) condensed consolidated statements of cash flows for the six months ended December 31, 2013 and 2012, and (v) the notes to the condensed consolidated financial statements.

33

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned hereunto duly authorized.

	BROADRIDGE FINANCIAL SOLUTIONS, INC.
Date: February 6, 2014	By:	/s/ Richard J. Daly
		Richard J. Daly
		President and Chief Executive Officer

34

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned hereunto duly authorized.

	BROADRIDGE FINANCIAL SOLUTIONS, INC.
Date: February 6, 2014	By:	/s/ David J. Lisa
		David J. Lisa
		Corporate Controller (Acting Principal Accounting Officer)

35

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
4.1	Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan, Amended and Restated Effective November 14, 2013 (incorporated by reference to Exhibit 4.1 to the S-8 filed on December 9, 2013).
31.1	Certification of the President and Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Acting Principal Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Acting Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial statements from the Broadridge Financial Solutions, Inc. Quarterly Report on Form 10-Q for the quarter ended December 31, 2013, formatted in eXtensible Business Reporting Language (XBRL): (i) condensed consolidated statements of earnings for the three and six months ended December 31, 2013 and 2012, (ii) condensed consolidated statements of comprehensive income for the three and six months ended December 31, 2013 and 2012, (iii) condensed consolidated balance sheets as of December 31, 2013 and June 30, 2013, (iv) condensed consolidated statements of cash flows for the six months ended December 31, 2013 and 2012, and (v) the notes to the condensed consolidated financial statements.

36

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Richard J. Daly, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Broadridge Financial Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 6, 2014

/s/ Richard J. Daly

Richard J. Daly

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION

I, Michael Liberatore, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Broadridge Financial Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 6, 2014

/s/ Michael Liberatore

Michael Liberatore

Acting Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Broadridge Financial Solutions, Inc. (the “Company”) on Form 10-Q for the three months ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard J. Daly, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Richard J. Daly

Richard J. Daly

President and Chief Executive Officer

February 6, 2014

Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Broadridge Financial Solutions, Inc. (the “Company”) on Form 10-Q for the three months ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Liberatore, Acting Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael Liberatore

Michael Liberatore

Acting Principal Financial Officer

February 6, 2014

Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Fair Value of Financial Instruments - Schedule of Changes in Level 3 Financial Assets (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Fair Value Disclosures [Abstract]
Beginning balance	$ 1.1
Net realized/unrealized gains (losses)
Purchases		1.1
Transfers in (out) of Level 3
Ending balance	$ 1.1	$ 1.1

XML

Interim Financial Data by Segment - Segment Results (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Revenues	$ 520.6	$ 493.2	$ 1,065.8	$ 989.0
Earnings (Loss) before Income Taxes	42.7	24.7	112.0	53.3
Operating Segments [Member] | Investor Communication Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	345.9	326.8	722.1	666.3
Earnings (Loss) before Income Taxes	20.7	16.5	61.6	43.7
Operating Segments [Member] | Securities Processing Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	174.1	163.8	342.8	317.7
Earnings (Loss) before Income Taxes	34.6	20.0	66.3	29.4
Other [Member]
Segment Reporting Information [Line Items]
Earnings (Loss) before Income Taxes	(17.3)	(15.1)	(25.3)	(27.0)
Foreign Currency Exchange [Member]
Segment Reporting Information [Line Items]
Revenues	0.6	2.6	0.9	5.0
Earnings (Loss) before Income Taxes	$ 4.7	$ 3.3	$ 9.4	$ 7.2

XML

Stock-Based Compensation - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-based compensation expense	$ 9.9	$ 8.4	$ 14.7	$ 12.9
Related tax benefits	3.7	3.2	5.5	4.9
Unrecognized compensation cost related to non-vested stock options	4.1		4.1
Unrecognized compensation cost of restricted stock awards			$ 40.0
Amortization period of unrecognized compensation cost for non-vested stock options			3 years
Amortization period of unrecognized compensation cost for restricted stock awards			1 year 9 months 18 days

XML

Stock-Based Compensation - Summary of Incentive Equity Awards (Detail) (USD $)	3 Months Ended	6 Months Ended
	Dec. 31, 2013	Dec. 31, 2013
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Beginning balance	10,641,127	10,985,482
Number of Options, Granted	92,149	107,555
Number of Options, Exercise of stock options	(336,345)	(666,812)
Number of Options, Vesting of restricted stock units
Number of Options, Expired/forfeited	(92,802)	(122,096)
Number of Options, Ending balance	10,304,129	10,304,129
Weighted-Average Exercise Price, Beginning balance	$ 20.47	$ 20.39
Weighted-Average Exercise Price, Granted	$ 36.35	$ 35.62
Weighted-Average Exercise Price, Exercise of stock options	$ 17.56	$ 17.74
Weighted-Average Exercise Price, Expired/forfeited	$ 20.63	$ 21.15
Weighted-Average Exercise Price, Ending balance	$ 20.71	$ 20.71
Time-Based Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Beginning balance	2,045,007	2,086,834
Number of Options, Granted	859,888	872,035
Number of Options, Exercise of stock options
Number of Options, Vesting of restricted stock units
Number of Options, Expired/forfeited	(37,450)	(91,424)
Number of Options, Ending balance	2,867,445	2,867,445
Weighted-Average Grant Date Fair Value, Beginning balance	$ 19.72	$ 19.65
Weighted-Average Grant Date Fair Value, Granted	$ 30.17	$ 30.17
Weighted-Average Grant Date Fair Value, Vesting of restricted stock units
Weighted-Average Grant Date Fair Value, Expired/forfeited	$ 23.92	$ 21.07
Weighted-Average Grant Date Fair Value, Ending balance	$ 22.80	$ 22.80
Performance-Based Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Beginning balance	586,318	572,823
Number of Options, Granted	231,839	250,544
Number of Options, Exercise of stock options
Number of Options, Vesting of restricted stock units		(5,210)
Number of Options, Expired/forfeited	(12,452)	(12,452)
Number of Options, Ending balance	805,705	805,705
Weighted-Average Grant Date Fair Value, Beginning balance	$ 20.22	$ 19.96
Weighted-Average Grant Date Fair Value, Granted	$ 29.32	$ 29.30
Weighted-Average Grant Date Fair Value, Vesting of restricted stock units		$ 23.30
Weighted-Average Grant Date Fair Value, Expired/forfeited	$ 26.03	$ 26.03
Weighted-Average Grant Date Fair Value, Ending balance	$ 22.75	$ 22.75

XML

Earnings Per Share - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Earnings Per Share [Abstract]
Anti-diluted options related to the purchase of common stock	0.1	1.9	0.1	2.3

XML

Fair Value of Financial Instruments (Tables)

6 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables set forth the Company’s financial assets and liabilities at December 31, 2013 and June 30, 2013, respectively, that are measured at fair value on a recurring basis during the period, segregated by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total
	($ in millions)
Assets:
Cash and cash equivalents:
Money market funds (1)	$	76.0	$	—	$	—	$	76.0
Other current assets:
Available-for-sale equity securities		—		—		—		—
Other non-current assets:
Available-for-sale equity securities		18.8		—		1.1		19.9
Total as of December 31, 2013	$	94.8	$	—	$	1.1	$	95.9
	Level 1		Level 2		Level 3		Total
	($ in millions)
Assets:
Cash and cash equivalents:
Money market funds (1)	$	122.1	$	—	$	—	$	122.1
Other current assets:
Available-for-sale equity securities		—		—		—		—
Other non-current assets:
Available-for-sale equity securities		15.8		—		1.1		16.9
Total as of June 30, 2013	$	137.9	$	—	$	1.1	$	139.0

(1) Money market funds include MMDA account balances of $53.5 million and $87.1 million as of December 31, 2013 and June 30, 2013, respectively.

Schedule of Changes in Level 3 Financial Assets

The following table sets forth an analysis of changes during the six months ended December 31, 2013 in Level 3 financial assets of the Company:

	December 31, 2013		June 30, 2013
	($ in millions)
Beginning balance	$	1.1	$	—
Net realized/unrealized gains (losses)		—		—
Purchases		—		1.1
Transfers in (out) of Level 3		—		—
Ending balance	$	1.1	$	1.1

XML

Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Dec. 31, 2013
Automatic Data Processing, Inc. [Member]
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items]
Expiration date on agreement	June 30, 2012
IT Services Agreement [Member]
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items]
Expiration date on agreement	June 30, 2022
Commitments under agreement	$ 469.8

XML

Accrued Expenses and Other Current Liabilities - Components of Accrued Expenses and Other Current Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Payables And Accruals [Abstract]
Employee compensation and benefits	$ 108.9	$ 143.1
Accrued broker fees	25.8	49.2
Accrued income tax liability	13.0	51.8
Accrued dividend payable	24.6	21.0
Other	19.9	12.1
Total	$ 192.2	$ 277.2

XML

Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Cash and cash equivalents:
Money market funds	$ 76.0	$ 122.1
Other current assets:
Available-for-sale equity securities
Other non-current assets:
Available-for-sale equity securities	19.9	16.9
Total	95.9	139.0
Level 1 [Member]
Cash and cash equivalents:
Money market funds	76.0	122.1
Other current assets:
Available-for-sale equity securities
Other non-current assets:
Available-for-sale equity securities	18.8	15.8
Total	94.8	137.9
Level 2 [Member]
Cash and cash equivalents:
Money market funds
Other current assets:
Available-for-sale equity securities
Other non-current assets:
Available-for-sale equity securities
Total
Level 3 [Member]
Cash and cash equivalents:
Money market funds
Other current assets:
Available-for-sale equity securities
Other non-current assets:
Available-for-sale equity securities	1.1	1.1
Total	$ 1.1	$ 1.1

XML

Changes in Accumulated Other Comprehensive Income by Component - Summary of Reclassifications Out of Accumulated Other Comprehensive Income (Detail) (Reclassification out of Accumulated Other Comprehensive Income [Member], USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Reclassification out of Accumulated Other Comprehensive Income [Member]
Pension and Post-retirement liabilities:
Amortization of loss reclassified into Selling, general and administrative expenses	$ 0.1		$ 0.2	$ 0.2
Tax income	(0.1)		(0.1)	(0.1)
Amortization of loss net of tax			$ 0.1	$ 0.1

XML

Stock-Based Compensation - Summary of Incentive Equity Awards (Parenthetical) (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	Dec. 31, 2013	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic values of stock options exercised	$ 6.0	$ 10.0
Outstanding "in the money" stock options using current period closing stock price	$ 39.52	$ 39.52
Shares, outstanding	8.0	8.0
Outstanding "in the money" stock options aggregate intrinsic value	156.3	156.3
Stock options outstanding, weighted-average remaining contractual life		5 years 2 months 12 days
Stock options exercisable	8.0	8.0
Time-Based Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price	$ 39.52	$ 39.52
Shares	2.5	2.5
Aggregate intrinsic value	100.3	100.3
Performance-Based Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price	$ 39.52	$ 39.52
Shares	0.8	0.8
Aggregate intrinsic value	33.2	33.2
Intrinsic values of Performance-based restricted stock units	$ 0.1	$ 0.1

XML

New Accounting Pronouncements

6 Months Ended

Dec. 31, 2013

Accounting Changes And Error Corrections [Abstract]

New Accounting Pronouncements

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU No. 2013-11”) to provide guidance on the presentation of unrecognized tax benefits. ASU No. 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU No. 2013-11 is effective for the Company in our first quarter of fiscal 2015 with earlier adoption permitted. ASU No. 2013-11 should be applied prospectively with retroactive application permitted. The adoption of ASU No. 2013-11 will not impact the Company’s consolidated results of operations, cash flows or financial condition as it only requires a change in the Company’s presentation of unrecognized tax benefits.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU No. 2013-02”). ASU No. 2013-02 requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not required to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures under GAAP that provide additional detail about those amounts. ASU No. 2013-02 became effective for the Company in the first quarter of fiscal year 2014. The adoption of ASU No. 2013-02 did not have a material impact on the Company’s consolidated results of operations, cash flows or financial condition. The disclosures required by this guidance are presented in Note 13, “Changes in Accumulated Other Comprehensive Income by Component.”

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles—Goodwill and Other: Testing indefinite-lived intangible assets for impairment” (“ASU No. 2012-02”). The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The approach is similar to the guidance in ASU No. 2011-08 for goodwill impairment testing. ASU No. 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. ASU No. 2012-02 became effective for the Company in the first quarter of fiscal 2014. The adoption of ASU No. 2012-02 did not have a material impact on the Company’s consolidated results of operations, cash flows or financial condition.

XML

Borrowings - Outstanding Borrowings (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Line of Credit Facility [Line Items]
Total debt	$ 524.1	$ 524.5
Unused Available Capacity	500.0
Fiscal 2012 Term Loan Facility [Member]
Line of Credit Facility [Line Items]
Term loan facility		400.0
Unused Available Capacity
Fiscal 2007 Senior Notes [Member]
Line of Credit Facility [Line Items]
Expiration Date	Jun. 30, 2017
Senior notes	124.6	124.5
Unused Available Capacity
Fiscal 2014 Senior Notes [Member]
Line of Credit Facility [Line Items]
Expiration Date	Sep. 30, 2020
Senior notes	399.5
Unused Available Capacity
Fiscal 2012 Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Expiration Date	Sep. 30, 2016
Revolving credit facility
Unused Available Capacity	$ 500.0

XML

Stock-Based Compensation (Tables)

6 Months Ended

Dec. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Incentive Equity Awards

The activity related to the Company’s incentive equity awards for the three months ended December 31, 2013 consisted of the following:

	Stock Options					Time-based Restricted Stock Units					Performance-based Restricted Stock Units
	Number of Options (c)			Weighted- Average Exercise Price		Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value
Balances at October 1, 2013		10,641,127		$	20.47		2,045,007		$	19.72		586,318		$	20.22
Granted		92,149			36.35		859,888			30.17		231,839			29.32
Exercise of stock options (a)		(336,345	)		17.56		—			—		—			—
Vesting of restricted stock units		—			—		—			—		—			—
Expired/forfeited		(92,802	)		20.63		(37,450	)		23.92		(12,452	)		26.03
Balances at December 31, 2013 (b)		10,304,129		$	20.71		2,867,445		$	22.80		805,705		$	22.75

(a) Stock options exercised during the period of October 1, 2013 through December 31, 2013 had an intrinsic value of $6.0 million.

(b) As of December 31, 2013, the Company’s outstanding “in the money” stock options using the December 31, 2013 closing stock price of $39.52 (approximately 8.0 million shares) had an aggregate intrinsic value of $156.3 million. As of December 31, 2013, time-based restricted stock units and performance-based restricted stock units expected to vest using the December 31, 2013 share price of $39.52 (approximately 2.5 million and 0.8 million shares, respectively) had an aggregate intrinsic value of $100.3 million and $33.2 million, respectively.

(c) Stock options outstanding as of December 31, 2013 have a weighted-average remaining contractual life of 5.2 years and 8.0 million stock options are exercisable.

The activity related to the Company’s incentive equity awards for the six months ended December 31, 2013 consisted of the following:

	Stock Options					Time-based Restricted Stock Units					Performance-based Restricted Stock Units
	Number of Options			Weighted- Average Exercise Price		Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value
Balances at July 1, 2013		10,985,482		$	20.39		2,086,834		$	19.65		572,823		$	19.96
Granted		107,555			35.62		872,035			30.17		250,544			29.30
Exercise of stock options (a)		(666,812	)		17.74		—			—		—			—
Vesting of restricted stock units (b)		—			—		—			—		(5,210	)		23.30
Expired/forfeited		(122,096	)		21.15		(91,424	)		21.07		(12,452	)		26.03
Balances at December 31, 2013		10,304,129		$	20.71		2,867,445		$	22.80		805,705		$	22.75

(a) Stock options exercised during the period of July 1, 2013 through December 31, 2013 had an intrinsic value of $10.0 million.

(b) Performance-based restricted stock units that vested during the period of July 1, 2013 through December 31, 2013 had a fair value of $0.1 million.

XML

Borrowings (Tables)

6 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Outstanding Borrowings

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

	Expiration Date	December 31, 2013		June 30, 2013		Unused Available Capacity
		($ in millions)
Long-term debt
Fiscal 2012 Term loan facility	(a)	$	—	$	400.0	$	—
Fiscal 2012 Revolving credit facility	September 2016		—		—		500.0
Fiscal 2007 Senior notes	June 2017		124.6		124.5		—
Fiscal 2014 Senior notes	September 2020		399.5		—		—
Total debt		$	524.1	$	524.5	$	500.0

XML

Borrowings - Outstanding Borrowings (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended	1 Months Ended	3 Months Ended
	Jun. 30, 2012	Sep. 30, 2013 Fiscal 2012 Term Loan Facility [Member]	Sep. 30, 2013 Fiscal 2012 Term Loan Facility [Member]
Line of Credit Facility [Line Items]
Repayment of revolving credit facility	$ 90.0	$ 400.0	$ 400.0

XML

Changes in Accumulated Other Comprehensive Income by Component (Tables)

6 Months Ended

Dec. 31, 2013

Equity [Abstract]

Summary of Changes in Accumulated Balances for Each Component of Accumulated Other Comprehensive Income

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income:

	Foreign Currency Translation		Available- for-Sale Securities		Pension and Post- Retirement Liabilities			Total
	($ in millions)
Balances at July 1, 2013	$	7.6	$	1.1	$	(4.5	)	$	4.2
Other comprehensive income before reclassifications		3.3		0.5		—			3.8
Amounts reclassified from accumulated other comprehensive income		—		—		0.1			0.1
Balances at December 31, 2013	$	10.9	$	1.6	$	(4.4	)	$	8.1

	Foreign Currency Translation		Available- for-Sale Securities		Pension and Post- Retirement Liabilities			Total
	($ in millions)
Balances at October 1, 2013	$	5.9	$	1.0	$	(4.4	)	$	2.5
Other comprehensive income before reclassifications		5.0		0.6		—			5.6
Amounts reclassified from accumulated other comprehensive income		—		—		—			—
Balances at December 31, 2013	$	10.9	$	1.6	$	(4.4	)	$	8.1

Summary of Reclassifications Out of Accumulated Other Comprehensive Income

The following table summarizes the reclassifications out of accumulated other comprehensive income:

	Three Months Ended December 31,					Six Months Ended December 31,
	2013			2012		2013			2012
	($ in millions)
Pension and Post-retirement liabilities:
Amortization of loss reclassified into Selling, general and administrative expenses	$	0.1		$	—	$	0.2		$	0.2
Tax income		(0.1	)		—		(0.1	)		(0.1	)
Amortization of loss net of tax	$	—		$	—	$	0.1		$	0.1

XML

Interim Financial Data by Segment (Tables)

6 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Results

Segment results:

	Revenues
	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
	($ in millions)
Investor Communication Solutions	$	345.9		$	326.8		$	722.1		$	666.3
Securities Processing Solutions		174.1			163.8			342.8			317.7
Foreign currency exchange		0.6			2.6			0.9			5.0
Total	$	520.6		$	493.2		$	1,065.8		$	989.0
	Earnings (Loss) before Income Taxes
	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
	($ in millions)
Investor Communication Solutions	$	20.7		$	16.5		$	61.6		$	43.7
Securities Processing Solutions		34.6			20.0			66.3			29.4
Other		(17.3	)		(15.1	)		(25.3	)		(27.0	)
Foreign currency exchange		4.7			3.3			9.4			7.2
Total	$	42.7		$	24.7		$	112.0		$	53.3

XML

Basis of Presentation

6 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

NOTE 1. BASIS OF PRESENTATION

A. Description of Business. Broadridge Financial Solutions, Inc. (“Broadridge^®” or the “Company”), a Delaware corporation, is a leading global provider of investor communication solutions and securities processing and business process outsourcing services to the financial services industry. The Company classifies its operations into the following two reportable segments:

• Investor Communication Solutions—Our Bank/Broker-Dealer Communications, Mutual Fund and Retirement Solutions and Corporate Issuer Solutions businesses operate within this segment. A large portion of Broadridge’s Investor Communication Solutions business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge^®, its innovative electronic proxy delivery and voting solution for institutional investors and financial advisors, helps ensure the participation of the largest stockholders of many companies. Broadridge also provides the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help its clients meet their regulatory compliance needs. In addition, Broadridge provides financial information distribution and transaction reporting services to both financial institutions and securities issuers. These services include the processing and distribution of account statements and trade confirmations, traditional and personalized document fulfillment and content management services, marketing communications, and imaging, archival and workflow solutions that enable and enhance its clients’ communications with investors. All of these communications are delivered through paper or electronic channels. In addition, Broadridge provides corporate issuers with registered proxy services as well as registrar, stock transfer and record-keeping services to corporate issuers.

In July 2013, Broadridge acquired Bonaire Software Solutions, LLC (“Bonaire”), a leading provider of fee calculation, billing, and revenue and expense management solutions for asset managers including institutional asset managers, wealth managers, mutual funds, bank trusts, hedge funds and capital markets firms.

• Securities Processing Solutions—Broadridge offers a suite of advanced computerized real-time transaction processing services that automate the securities transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, settlement, and accounting. Broadridge’s services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management, focus on their core businesses, and manage risk. With multi-currency capabilities, its Global Processing Solution supports real-time global trading of equity, option, mutual fund and fixed income securities in established and emerging markets. In addition, its business process outsourcing services allow broker-dealers to outsource certain administrative functions relating to clearing and settlement, from order entry to trade matching and settlement, while maintaining their ability to finance and capitalize their businesses.

In September 2011, Broadridge acquired Paladyne Systems, Inc. (“Paladyne^®”), a provider of buy-side technology solutions for the global investment management industry.

B. Basis of Presentation. The Condensed Consolidated Financial Statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“GAAP”). These financial statements present the condensed consolidated position of the Company. These financial statements include the entities in which the Company directly or indirectly has a controlling financial interest and various entities in which the Company has investments recorded under both the cost and equity methods of accounting. Intercompany balances and transactions have been eliminated. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 (the “2013 Annual Report”) filed on August 8, 2013 with the Securities and Exchange Commission (the “SEC”). These Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation in accordance with GAAP of the Company’s financial position at December 31, 2013 and June 30, 2013, the results of its operations for the three and six months ended December 31, 2013 and 2012 and its cash flows for the six months ended December 31, 2013 and 2012.

C. Use of Estimates. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes thereto. Actual results may differ from those estimates.

D. Cash and Cash Equivalents. Investment securities with an original maturity of 90 days or less are considered cash equivalents. The fair value of the Company’s cash and cash equivalents approximates carrying value.

E. Financial Instruments. Substantially all of the financial instruments of the Company other than Long-term debt are carried at fair values, or at carrying amounts that approximate fair values because of the short maturity of the instruments. The carrying value of the Company’s long-term fixed-rate senior notes represents the face value of the long-term fixed-rate senior notes net of the unamortized discount. The fair value of the Company’s long-term fixed-rate senior notes is based on quoted market prices. See Note 9, “Borrowings,” for a further discussion of the Company’s long-term fixed-rate senior notes.

F. Subsequent Events. In preparing the accompanying Condensed Consolidated Financial Statements, in accordance with Accounting Standards Codification Topic (“ASC”) No. 855, “Subsequent Events,” the Company has reviewed events that have occurred after December 31, 2013, through the date of issuance of the Condensed Consolidated Financial Statements. During this period, the Company did not have any material subsequent events.

XML

Basis of Presentation - Additional Information (Detail)	6 Months Ended
	Dec. 31, 2013 Segment
Accounting Policies [Abstract]
Number of reportable segments	2
Investment securities maturity period for consideration as cash equivalents, in days	90 days

XML

Fair Value of Financial Instruments - Additional Information (Detail) (USD $)	6 Months Ended	12 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Fair Value Disclosures [Abstract]
Transfers between levels	$ 0	$ 0

XML

Interim Financial Data by Segment - Additional Information (Detail)	6 Months Ended
	Dec. 31, 2013 Segment
Segment Reporting [Abstract]
Number of reportable segments	2

XML

Condensed Consolidated Statements of Earnings (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Income Statement [Abstract]
Revenues	$ 520.6	$ 493.2	$ 1,065.8	$ 989.0
Cost of revenues	385.1	387.6	782.6	777.6
Selling, general and administrative expenses	86.0	77.2	159.5	150.1
Other expenses, net	6.8	3.7	11.7	8.0
Total expenses	477.9	468.5	953.8	935.7
Earnings before income taxes	42.7	24.7	112.0	53.3
Provision for income taxes	15.1	8.9	40.0	19.2
Net earnings	$ 27.6	$ 15.8	$ 72.0	$ 34.1
Basic earnings per share	$ 0.23	$ 0.13	$ 0.60	$ 0.28
Diluted earnings per share	$ 0.22	$ 0.13	$ 0.58	$ 0.27
Weighted-average shares outstanding:
Basic	119.2	122.0	119.1	123.0
Diluted	124.1	125.5	123.6	126.3
Dividends declared per common share	$ 0.21	$ 0.18	$ 0.42	$ 0.36

XML

Borrowings - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended				6 Months Ended				1 Months Ended	3 Months Ended			6 Months Ended		3 Months Ended		6 Months Ended			6 Months Ended
	Dec. 31, 2013	Jun. 30, 2012	Jun. 30, 2013	Aug. 31, 2013 3.95% Senior Notes [Member]	May 31, 2007 6.125% Senior Notes [Member]	Dec. 31, 2013 Fiscal 2014 Senior Notes [Member]	Dec. 31, 2013 Fiscal 2007 Senior Notes [Member]	Jun. 30, 2013 Fiscal 2007 Senior Notes [Member]	Jun. 30, 2009 Fiscal 2007 Senior Notes [Member]	Sep. 30, 2013 Fiscal 2012 Term Loan Facility [Member]	Sep. 30, 2013 Fiscal 2012 Term Loan Facility [Member]	Dec. 31, 2012 Fiscal 2012 Term Loan Facility [Member]	Sep. 30, 2012 Fiscal 2012 Term Loan Facility [Member]	Dec. 31, 2013 Five-Year Term Loan Facility [Member]	Sep. 22, 2011 Five-Year Term Loan Facility [Member]	Dec. 31, 2013 Five-Year Revolving Credit Facility [Member]	Dec. 31, 2012 Five-Year Revolving Credit Facility [Member]	Dec. 31, 2013 Five-Year Revolving Credit Facility [Member]	Dec. 31, 2012 Five-Year Revolving Credit Facility [Member]	Sep. 22, 2011 Five-Year Revolving Credit Facility [Member]	Dec. 31, 2013 Fiscal 2012 Revolving Credit Facility [Member]	Jun. 30, 2013 Fiscal 2012 Revolving Credit Facility [Member]	Sep. 22, 2011 Fiscal 2012 Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Credit facility maximum borrowing capacity		$ 490.0													$ 490.0					$ 500.0			$ 990.0
Interest at LIBOR plus basis points														1.25%				1.25%
Annual facility fee (as basis points)																		0.15%
Annual facility fee, Total																0.2	0.2	0.4	0.4
Debt issuance costs																					3.0
Debt issuance cost expensed																					0.1
Debt issuance cost capitalized										0.9	0.9					0.8		0.8			2.9
Accumulated Amortization of debt issuance costs																					2.1	1.0
Repayment of borrowings		90.0								400.0	400.0
Weighted-average interest rate										1.44%	1.44%	1.48%	1.49%
Senior notes offered				400.0	250.0
Interest rate						3.95%	6.125%
Maturity date						Sep. 01, 2020	Jun. 01, 2017
Frequency of interest payment, description						Interest on the Fiscal 2014 Senior Notes is payable semi-annually in arrears on March 1 and September 1 of each year.	Interest on the Fiscal 2007 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year.
Percentage of Notes issued	99.10%					99.871%
Effective yield to maturity	6.251%					3.971%
Payments of debt issuance costs	4.3					4.3	1.9
Amortization related to the Senior Notes						0.3	1.2	1.1
Debt issuance cost, amortization period						7 years	10 years
Purchased principal amount of Senior Notes									125.0
Unamortized bond discount									1.0
Senior Notes, fair value						403.5	136.9	138.2
Outstanding amount of line of credit	$ 0		$ 0

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Statement Of Financial Position [Abstract]
Allowance for doubtful accounts	$ 2.2	$ 3.7
Preferred stock, shares authorized	25.0	25.0
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	650.0	650.0
Common stock, shares issued	154.5	154.5
Common stock, shares outstanding	119.2	119.0
Treasury stock, shares	35.3	35.5

XML

Other Expenses, Net - Components of Other Expenses, Net (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Other Expenses [Abstract]
Interest expense on borrowings	$ 6.2	$ 3.4	$ 10.8	$ 6.9
Interest income	(0.5)	(0.4)	(0.7)	(0.9)
Foreign currency exchange (gain) loss	0.6		(0.6)	0.8
Other, net	0.5	0.7	2.2	1.2
Other expenses, net	$ 6.8	$ 3.7	$ 11.7	$ 8.0

XML

Basis of Presentation (Policies)

6 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

B. Basis of Presentation. The Condensed Consolidated Financial Statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“GAAP”). These financial statements present the condensed consolidated position of the Company. These financial statements include the entities in which the Company directly or indirectly has a controlling financial interest and various entities in which the Company has investments recorded under both the cost and equity methods of accounting. Intercompany balances and transactions have been eliminated. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 (the “2013 Annual Report”) filed on August 8, 2013 with the Securities and Exchange Commission (the “SEC”). These Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation in accordance with GAAP of the Company’s financial position at December 31, 2013 and June 30, 2013, the results of its operations for the three and six months ended December 31, 2013 and 2012 and its cash flows for the six months ended December 31, 2013 and 2012.

Use of Estimates

C. Use of Estimates. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes thereto. Actual results may differ from those estimates.

Cash and Cash Equivalents

D. Cash and Cash Equivalents. Investment securities with an original maturity of 90 days or less are considered cash equivalents. The fair value of the Company’s cash and cash equivalents approximates carrying value.

Financial Instruments

E. Financial Instruments. Substantially all of the financial instruments of the Company other than Long-term debt are carried at fair values, or at carrying amounts that approximate fair values because of the short maturity of the instruments. The carrying value of the Company’s long-term fixed-rate senior notes represents the face value of the long-term fixed-rate senior notes net of the unamortized discount. The fair value of the Company’s long-term fixed-rate senior notes is based on quoted market prices. See Note 9, “Borrowings,” for a further discussion of the Company’s long-term fixed-rate senior notes.

Subsequent Events

F. Subsequent Events. In preparing the accompanying Condensed Consolidated Financial Statements, in accordance with Accounting Standards Codification Topic (“ASC”) No. 855, “Subsequent Events,” the Company has reviewed events that have occurred after December 31, 2013, through the date of issuance of the Condensed Consolidated Financial Statements. During this period, the Company did not have any material subsequent events.

New Accounting Pronouncements

NEW ACCOUNTING PRONOUNCEMENTS

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU No. 2013-11”) to provide guidance on the presentation of unrecognized tax benefits. ASU No. 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU No. 2013-11 is effective for the Company in our first quarter of fiscal 2015 with earlier adoption permitted. ASU No. 2013-11 should be applied prospectively with retroactive application permitted. The adoption of ASU No. 2013-11 will not impact the Company’s consolidated results of operations, cash flows or financial condition as it only requires a change in the Company’s presentation of unrecognized tax benefits.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU No. 2013-02”). ASU No. 2013-02 requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not required to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures under GAAP that provide additional detail about those amounts. ASU No. 2013-02 became effective for the Company in the first quarter of fiscal year 2014. The adoption of ASU No. 2013-02 did not have a material impact on the Company’s consolidated results of operations, cash flows or financial condition. The disclosures required by this guidance are presented in Note 13, “Changes in Accumulated Other Comprehensive Income by Component.”

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles—Goodwill and Other: Testing indefinite-lived intangible assets for impairment” (“ASU No. 2012-02”). The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The approach is similar to the guidance in ASU No. 2011-08 for goodwill impairment testing. ASU No. 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. ASU No. 2012-02 became effective for the Company in the first quarter of fiscal 2014. The adoption of ASU No. 2012-02 did not have a material impact on the Company’s consolidated results of operations, cash flows or financial condition.

XML

Acquisitions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended				6 Months Ended
	Sep. 30, 2013	Dec. 31, 2013 Entity	Dec. 31, 2012 Entity	Jun. 30, 2013	Jul. 31, 2013 Bonaire [Member]	Dec. 31, 2013 Bonaire [Member] Software Technology [Member]	Dec. 31, 2013 Bonaire [Member] Customer Relationships [Member]
Business Acquisition [Line Items]
Number of businesses acquired		1	0
Reduction in fair value of contingent consideration	$ 3.3
Purchase price of acquired entity					37.7
Net liabilities assumed					1.6
Liability for fair value of potential additional cash payments					0.5
Goodwill from acquisition		812.9		778.4	29.2
Intangible assets acquired					$ 10.1
Finite-lived intangible assets, remaining amortization period, years						7 years	10 years

XML

Other Expenses, Net (Tables)

6 Months Ended

Dec. 31, 2013

Other Income And Expenses [Abstract]

Components of Other Expenses, Net

Other expenses, net consisted of the following:

	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
				($ in millions)
Interest expense on borrowings	$	6.2		$	3.4		$	10.8		$	6.9
Interest income		(0.5	)		(0.4	)		(0.7	)		(0.9	)
Foreign currency exchange (gain) loss		0.6			—			(0.6	)		0.8
Other, net		0.5			0.7			2.2			1.2
Other expenses, net	$	6.8		$	3.7		$	11.7		$	8.0

XML

Condensed Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Cash Flows From Operating Activities
Net earnings	$ 72.0	$ 34.1
Adjustments to reconcile Net earnings to Net cash flows provided by operating activities:
Depreciation and amortization	22.2	26.0
Amortization of acquired intangibles	10.9	11.0
Amortization of other assets	13.3	11.3
Deferred income taxes	(3.2)	(8.5)
Stock-based compensation expense	14.7	12.9
Excess tax benefits from the issuance of stock-based compensation awards	(2.7)	(1.3)
Other	1.5	4.4
Current assets and liabilities:
Decrease in Accounts receivable, net	109.5	66.8
(Increase) decrease in Other current assets	(8.7)	0.1
Decrease in Accounts payable	(46.4)	(4.5)
Decrease in Accrued expenses and other current liabilities	(96.1)	(63.9)
Increase in Deferred revenues	1.8	0.2
Non-current assets and liabilities:
Increase in Other non-current assets	(16.4)	(24.4)
Increase in Other non-current liabilities	18.5	9.3
Net cash flows provided by operating activities	90.9	73.5
Cash Flows From Investing Activities
Capital expenditures	(23.7)	(16.5)
Purchases of intangibles	(7.1)	(2.5)
Acquisitions, net of cash acquired	(37.7)
Net cash flows used in investing activities	(68.5)	(19.0)
Cash Flows From Financing Activities
Proceeds from issuance of bonds, net of discounts	399.5
Payments on Long-term debt	(400.0)
Dividends paid	(46.5)	(42.3)
Proceeds from exercise of stock options	11.7	17.6
Purchases of Treasury stock	(13.4)	(92.7)
Other financing transactions		(2.1)
Excess tax benefits from the issuance of stock-based compensation awards	2.7	1.3
Cost related to issuance of bonds	(4.3)
Net cash flows used in financing activities	(50.3)	(118.2)
Effect of exchange rate changes on Cash and cash equivalents	2.2	2.3
Net change in Cash and cash equivalents	(25.7)	(61.4)
Cash and cash equivalents, beginning of period	266.0	320.5
Cash and cash equivalents, end of period	240.3	259.1
Supplemental disclosure of cash flow information:
Cash payments made for interest	4.9	6.8
Cash payments made for income taxes	92.4	56.3
Non-cash investing and financing activities:
Dividends payable	3.6	1.6
Property, plant and equipment	$ 0.1

XML

Condensed Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Statement Of Income And Comprehensive Income [Abstract]
Net earnings	$ 27.6	$ 15.8	$ 72.0	$ 34.1
Other comprehensive income, net:
Foreign currency translation adjustments	5.0	0.8	3.3	5.9
Net unrealized gains on available-for-sale securities, net of taxes of ($0.4) and ($0.1) for the three months ended December 31, 2013 and 2012, respectively; and ($0.4) and ($0.3) for the six months ended December 31, 2013 and 2012, respectively	0.6	0.1	0.5	0.4
Pension and post-retirement liability adjustment, net of taxes of ($0.1) and zero for the three months ended December 31, 2013 and 2012, respectively; and ($0.1) and $0.4 for the six months ended December 31, 2013 and 2012, respectively			0.1	(0.6)
Total other comprehensive income, net	5.6	0.9	3.9	5.7
Comprehensive income	$ 33.2	$ 16.7	$ 75.9	$ 39.8

XML

Stock-Based Compensation

6 Months Ended

Dec. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

NOTE 10. STOCK-BASED COMPENSATION

The activity related to the Company’s incentive equity awards for the three months ended December 31, 2013 consisted of the following:

	Stock Options					Time-based Restricted Stock Units					Performance-based Restricted Stock Units
	Number of Options (c)			Weighted- Average Exercise Price		Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value
Balances at October 1, 2013		10,641,127		$	20.47		2,045,007		$	19.72		586,318		$	20.22
Granted		92,149			36.35		859,888			30.17		231,839			29.32
Exercise of stock options (a)		(336,345	)		17.56		—			—		—			—
Vesting of restricted stock units		—			—		—			—		—			—
Expired/forfeited		(92,802	)		20.63		(37,450	)		23.92		(12,452	)		26.03
Balances at December 31, 2013 (b)		10,304,129		$	20.71		2,867,445		$	22.80		805,705		$	22.75

(a) Stock options exercised during the period of October 1, 2013 through December 31, 2013 had an intrinsic value of $6.0 million.

(b) As of December 31, 2013, the Company’s outstanding “in the money” stock options using the December 31, 2013 closing stock price of $39.52 (approximately 8.0 million shares) had an aggregate intrinsic value of $156.3 million. As of December 31, 2013, time-based restricted stock units and performance-based restricted stock units expected to vest using the December 31, 2013 share price of $39.52 (approximately 2.5 million and 0.8 million shares, respectively) had an aggregate intrinsic value of $100.3 million and $33.2 million, respectively.

(c) Stock options outstanding as of December 31, 2013 have a weighted-average remaining contractual life of 5.2 years and 8.0 million stock options are exercisable.

The activity related to the Company’s incentive equity awards for the six months ended December 31, 2013 consisted of the following:

	Stock Options					Time-based Restricted Stock Units					Performance-based Restricted Stock Units
	Number of Options			Weighted- Average Exercise Price		Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value
Balances at July 1, 2013		10,985,482		$	20.39		2,086,834		$	19.65		572,823		$	19.96
Granted		107,555			35.62		872,035			30.17		250,544			29.30
Exercise of stock options (a)		(666,812	)		17.74		—			—		—			—
Vesting of restricted stock units (b)		—			—		—			—		(5,210	)		23.30
Expired/forfeited		(122,096	)		21.15		(91,424	)		21.07		(12,452	)		26.03
Balances at December 31, 2013		10,304,129		$	20.71		2,867,445		$	22.80		805,705		$	22.75

(a) Stock options exercised during the period of July 1, 2013 through December 31, 2013 had an intrinsic value of $10.0 million.

(b) Performance-based restricted stock units that vested during the period of July 1, 2013 through December 31, 2013 had a fair value of $0.1 million.

The Company has stock-based compensation plans under which the Company annually grants stock option and restricted stock unit awards. Exercise prices on options granted have been and continue to be set equal to the market price of the underlying shares on the date of the grant (except the special stock option grants, some of which have a premium exercise price), with the measurement of stock-based compensation expense recognized in Net earnings based on the fair value of the award on the date of grant. Stock-based compensation expense of $9.9 million and $8.4 million, respectively, as well as related tax benefits of $3.7 million and $3.2 million, respectively, was recognized for the three months ended December 31, 2013 and 2012, respectively. Stock-based compensation expense of $14.7 million and $12.9 million, respectively, as well as related tax benefits of $5.5 million and $4.9 million, respectively, was recognized for the six months ended December 31, 2013 and 2012, respectively.

As of December 31, 2013, the total remaining unrecognized compensation cost related to non-vested stock options and restricted stock unit awards amounted to $4.1 million and $40.0 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 3.0 years and 1.8 years, respectively.

For stock options issued, the fair value of each stock option was estimated on the date of grant using a binomial option pricing model. The binomial model considers a range of assumptions related to volatility, risk-free interest rate and employee exercise behavior. Expected volatilities utilized in the binomial model are based on a combination of implied market volatilities, historical volatility of the Company’s stock price and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of the stock option grants is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding.

XML

Document and Entity Information	6 Months Ended
	Dec. 31, 2013	Jan. 31, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Trading Symbol	BR
Entity Registrant Name	BROADRIDGE FINANCIAL SOLUTIONS, INC.
Entity Central Index Key	0001383312
Current Fiscal Year End Date	--06-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		119,444,309

XML

Income Taxes

6 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 11. INCOME TAXES

The Provision for income taxes and effective tax rates for the three and six months ended December 31, 2013 were $15.1 million and 35.4%, and $40.0 million and 35.7%, respectively, compared to $8.9 million and 36.0%, and $19.2 million and 36.0%, for the three and six months ended December 31, 2012, respectively. The decrease in the effective tax rate for the three and six months ended December 31, 2013 when compared to the comparable prior year period is primarily attributable to the geographical mix of income and lower tax rates in certain non-U.S. tax jurisdictions.

XML

Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Statement Of Income And Comprehensive Income [Abstract]
Unrealized gains on available-for-sale securities, tax	$ (0.4)	$ (0.1)	$ (0.4)	$ (0.3)
Pension and post-retirement liability adjustment, tax	$ (0.1)	$ 0	$ (0.1)	$ 0.4

XML

Acquisitions

6 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Acquisitions

NOTE 5. ACQUISITIONS

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

During the first quarter of fiscal year 2014, the fair value of contingent consideration associated with one of the Company’s acquisitions was reduced by approximately $3.3 million. In addition, during the six months ended December 31, 2013, the Company acquired one business in the Investor Communication Solutions segment:

Bonaire

In July 2013, the Company acquired Bonaire, a leading provider of fee calculation, billing, and revenue and expense management solutions for asset managers including institutional asset managers, wealth managers, mutual funds, bank trusts, hedge funds and capital markets firms. The purchase price was $37.7 million, net of cash acquired. Net liabilities assumed in the transaction were $1.6 million. In addition, the Company recorded a $0.5 million liability for the fair value of potential additional cash payments, which are payable over the next three years contingent upon the achievement by the acquired business of certain revenue and earnings targets. This acquisition resulted in $29.2 million of Goodwill. Intangible assets acquired, which totaled $10.1 million, consist primarily of acquired software technology and customer relationships, which are being amortized over a seven-year life and ten-year life, respectively. The results of Bonaire’s operations were included in the Company’s Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q from the date of acquisition. The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of Bonaire’s assets and liabilities. Pro forma supplemental financial information is not provided as the impact of the acquisition on the Company’s operating results, financial position or cash flows was not material.

During the six months ended December 31, 2012, there were no acquisitions.

XML

Other Expenses, Net

6 Months Ended

Dec. 31, 2013

Other Income And Expenses [Abstract]

Other Expenses, Net

NOTE 4. OTHER EXPENSES, NET

Other expenses, net consisted of the following:

	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
				($ in millions)
Interest expense on borrowings	$	6.2		$	3.4		$	10.8		$	6.9
Interest income		(0.5	)		(0.4	)		(0.7	)		(0.9	)
Foreign currency exchange (gain) loss		0.6			—			(0.6	)		0.8
Other, net		0.5			0.7			2.2			1.2
Other expenses, net	$	6.8		$	3.7		$	11.7		$	8.0

XML

Earnings Per Share (Tables)

6 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Denominators of Basic and Diluted EPS Computations

The following table sets forth the denominators of the basic and diluted EPS computations (in millions):

	Three Months Ended December 31,				Six Months Ended December 31,
	2013		2012		2013		2012
Weighted-average shares outstanding:
Basic		119.2		122.0		119.1		123.0
Common stock equivalents		4.9		3.5		4.5		3.3
Diluted		124.1		125.5		123.6		126.3

XML

Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements

6 Months Ended

Dec. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements

NOTE 12. CONTRACTUAL COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of business, the Company is subject to various claims and litigation. While the outcome of any claim or litigation is inherently unpredictable, the Company believes that the ultimate resolution of these matters will not, individually or in the aggregate, result in a material impact on its financial condition, results of operations or cash flows.

The Company entered into a data center outsourcing services agreement with Automatic Data Processing, Inc. (“ADP”) before the Company’s spin-off from ADP in March 2007 (the “ADP Agreement”) under which ADP provided the Company with data center services. The ADP Agreement expired on June 30, 2012. The Company has no further obligations with ADP for data center services.

In March 2010, the Company and International Business Machines Corporation (“IBM”) entered into an Information Technology Services Agreement (the “IT Services Agreement”), under which IBM provides certain aspects of the Company’s information technology infrastructure that were previously provided under the ADP Agreement. Under the IT Services Agreement, IBM provides a broad range of technology services to the Company including supporting its mainframe, midrange, server, network and data center operations, as well as providing disaster recovery services. The Company has the option of incorporating additional services into the agreement over time. The migration of the data center processing from ADP to IBM was completed in August 2012. The IT Services Agreement expires on June 30, 2022. The Company has the right to renew the initial term of the IT Services Agreement for up to one additional 12-month term. Commitments remaining under this agreement at December 31, 2013 are $469.8 million through fiscal year 2022, the final year of the contract.

It is not the Company’s business practice to enter into off-balance sheet arrangements. However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations, and cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company may use derivative financial instruments as risk management tools and not for trading purposes. The Company was not a party to any derivative financial instruments as of December 31, 2013 and June 30, 2013, respectively. In the normal course of business, the Company also enters into contracts in which it makes representations and warranties that relate to the performance of the Company’s products and services. The Company does not expect any material losses related to such representations and warranties, or collateral arrangements.

The Company’s business process outsourcing and mutual fund processing services are performed by a registered broker-dealer. As a registered broker-dealer and member of Financial Industry Regulatory Authority, Inc. (“FINRA”), it is subject to regulations concerning many aspects of its business, including trade practices, capital requirements, record retention, money laundering prevention, the protection of customer funds and customer securities, and the supervision of the conduct of directors, officers and employees. A failure to comply with any of these laws, rules or regulations could result in censure, fine, the issuance of cease-and-desist orders, or the suspension or revocation of SEC or FINRA authorization granted to allow the operation of its business or disqualification of its directors, officers or employees. In addition, as a registered broker-dealer, it is required to participate in the Securities Investor Protection Corporation (“SIPC”) for the benefit of customers. In addition, MG Trust Company, LLC (“MG Trust Company”), a subsidiary of Matrix, is a Colorado State non-depository trust company whose primary business is to provide cash agent, custodial and directed or non-discretionary trust services to institutional customers. MG Trust Company operates pursuant to the rules and regulations of the Colorado Division of Banking.

XML

Accrued Expenses and Other Current Liabilities

6 Months Ended

Dec. 31, 2013

Other Liabilities Disclosure [Abstract]

Accrued Expenses and Other Current Liabilities

NOTE 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

	December 31, 2013		June 30, 2013
	($ in millions)
Employee compensation and benefits	$	108.9	$	143.1
Accrued broker fees		25.8		49.2
Accrued income tax liability		13.0		51.8
Accrued dividend payable		24.6		21.0
Other		19.9		12.1
Total	$	192.2	$	277.2

XML

Fair Value of Financial Instruments

6 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

NOTE 6. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Level 1 Inputs that are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 1 assets for the Company include money market deposit accounts (“MMDA accounts”).

Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.

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

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

In June 2013, the Company purchased certain available-for-sale securities in a non-public entity for which the lowest level of significant inputs was unobservable. On a recurring basis, the Company uses pricing models and similar techniques for which the determination of fair value requires significant judgment by management. Accordingly, the Company classifies the available-for-sale securities as Level 3 in the table below.

The following tables set forth the Company’s financial assets and liabilities at December 31, 2013 and June 30, 2013, respectively, that are measured at fair value on a recurring basis during the period, segregated by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total
	($ in millions)
Assets:
Cash and cash equivalents:
Money market funds (1)	$	76.0	$	—	$	—	$	76.0
Other current assets:
Available-for-sale equity securities		—		—		—		—
Other non-current assets:
Available-for-sale equity securities		18.8		—		1.1		19.9
Total as of December 31, 2013	$	94.8	$	—	$	1.1	$	95.9
	Level 1		Level 2		Level 3		Total
	($ in millions)
Assets:
Cash and cash equivalents:
Money market funds (1)	$	122.1	$	—	$	—	$	122.1
Other current assets:
Available-for-sale equity securities		—		—		—		—
Other non-current assets:
Available-for-sale equity securities		15.8		—		1.1		16.9
Total as of June 30, 2013	$	137.9	$	—	$	1.1	$	139.0

(1) Money market funds include MMDA account balances of $53.5 million and $87.1 million as of December 31, 2013 and June 30, 2013, respectively.

The following table sets forth an analysis of changes during the six months ended December 31, 2013 in Level 3 financial assets of the Company:

	December 31, 2013		June 30, 2013
	($ in millions)
Beginning balance	$	1.1	$	—
Net realized/unrealized gains (losses)		—		—
Purchases		—		1.1
Transfers in (out) of Level 3		—		—
Ending balance	$	1.1	$	1.1

The Company did not incur any Level 3 fair value asset impairments during the six months ended December 31, 2013 and 2012, respectively. Changes in economic conditions or model based valuation techniques may require the transfer of financial instruments between levels. The Company’s policy is to record transfers between levels if any, as of the beginning of the fiscal year. For the six months ended December 31, 2013 and the fiscal year ended June 30, 2013 there were no transfers between levels.

XML

Other Non-Current Assets

6 Months Ended

Dec. 31, 2013

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Other Non-Current Assets

NOTE 7. OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following:

	December 31, 2013		June 30, 2013
	($ in millions)
Deferred client conversion and start-up costs	$	135.6	$	133.3
Deferred data center costs		46.1		48.8
Long-term investments		23.4		20.9
Long-term broker fees		8.0		9.2
Other		17.9		19.1
Total	$	231.0	$	231.3

XML

Borrowings

6 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Borrowings

NOTE 9. BORROWINGS

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

	Expiration Date	December 31, 2013		June 30, 2013		Unused Available Capacity
		($ in millions)
Long-term debt
Fiscal 2012 Term loan facility	(a)	$	—	$	400.0	$	—
Fiscal 2012 Revolving credit facility	September 2016		—		—		500.0
Fiscal 2007 Senior notes	June 2017		124.6		124.5		—
Fiscal 2014 Senior notes	September 2020		399.5		—		—
Total debt		$	524.1	$	524.5	$	500.0

(a) In September 2013, the Company repaid in full the outstanding $400.0 million remaining on the Fiscal 2012 Term loan facility.

Fiscal 2012 Credit Facilities: On September 22, 2011, the Company entered into a $990.0 million senior unsecured credit facility, consisting of a $490.0 million five-year term loan facility (the “Fiscal 2012 Term Loan”) and a $500.0 million five-year revolving credit facility (the “Fiscal 2012 Revolving Credit Facility”) (collectively the “Fiscal 2012 Credit Facilities”). Borrowings under the Fiscal 2012 Credit Facilities bear interest at LIBOR plus 125 basis points. The Fiscal 2012 Revolving Credit Facility also has an annual facility fee equal to 15 basis points, on the unused portion of the facility, which totaled $0.2 million and $0.4 million for the three and six months ended December 31, 2013 and 2012, respectively. The Company incurred $3.0 million in debt issuance costs to establish the Fiscal 2012 Credit Facilities, of which $0.1 million of these costs were expensed as incurred and $2.9 million of these costs were capitalized in Other non-current assets in the Condensed Consolidated Balance Sheets and are being amortized to Other expenses, net on a straight-line basis, which approximates the effective interest method, over the terms of these facilities. During the quarter ended September 30, 2013, the Company repaid the Fiscal 2012 Term Loan and expensed the remaining issuance costs associated with this debt, which was approximately $0.9 million. As of December 31, 2013 and June 30, 2013, $2.1 million and $1.0 million, respectively, had been amortized or expensed related to the Fiscal 2012 Credit Facilities, with $0.8 million remaining to be amortized related to the Fiscal 2012 Revolving Credit Facility.

The Fiscal 2012 Term Loan contained a repayment schedule that required the Company to make minimum principal repayments on the loan. During the fiscal year ended June 30, 2012, the Company repaid $90.0 million of the $490.0 million of borrowings under the Fiscal 2012 Term Loan and had met the repayment requirements on the Fiscal 2012 Term Loan through September 30, 2014. During the quarter ended September 30, 2013, the Company repaid the remaining $400.0 million outstanding on the Fiscal 2012 Term Loan. The weighted-average interest rate on the Fiscal 2012 Term Loan was 1.44% and 1.49% for the three months ended September 30, 2013 and 2012, respectively. The weighted-average interest rate on the Fiscal 2012 Term Loan was 1.48% for the six months ended December 31, 2012.

The Fiscal 2012 Revolving Credit Facility is subject to covenants, including financial covenants consisting of a leverage ratio and an interest coverage ratio. At December 31, 2013, the Company is not aware of any instances of any non-compliance with the financial covenants of the Fiscal 2012 Revolving Credit Facility.

Fiscal 2007 Senior Notes: In May 2007, the Company completed an offering of $250.0 million in aggregate principal amount of senior notes (the “Fiscal 2007 Senior Notes”). The Fiscal 2007 Senior Notes will mature on June 1, 2017 and bear interest at a rate of 6.125% per annum. Interest on the Fiscal 2007 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year. The Fiscal 2007 Senior Notes were issued at a price of 99.1% (effective yield to maturity of 6.251%). The indenture governing the Fiscal 2007 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money and to enter into certain sale-leaseback transactions. At December 31, 2013, the Company is not aware of any instances of non-compliance with the covenants of the indenture governing the Fiscal 2007 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2007 Senior Notes upon a change of control triggering event. The Fiscal 2007 Senior Notes are senior unsecured obligations of the Company and rank equally with the Company’s other senior indebtedness. The Company may redeem the Fiscal 2007 Senior Notes in whole or in part at any time before their maturity. The Company incurred $1.9 million in debt issuance costs to establish the Fiscal 2007 Senior Notes. These costs have been capitalized and are being amortized to Other expenses, net on a straight-line basis, which approximates the effective interest method, over the ten-year term. At December 31, 2013 and June 30, 2013, the accumulated amortization related to the Fiscal 2007 Senior Notes was $1.2 million and $1.1 million, respectively. During the fiscal year ended June 30, 2009, the Company purchased $125.0 million principal amount of the Fiscal 2007 Senior Notes (including $1.0 million unamortized bond discount) pursuant to a cash tender offer for such notes. The fair value of the fixed-rate Fiscal 2007 Senior Notes at December 31, 2013 and June 30, 2013 was $136.9 million and $138.2 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 6, “Fair Value of Financial Instruments”).

Fiscal 2014 Senior Notes: In August 2013, the Company completed an offering of $400.0 million in aggregate principal amount of senior notes (the “Fiscal 2014 Senior Notes”). The Fiscal 2014 Senior Notes will mature on September 1, 2020 and bear interest at a rate of 3.95% per annum. Interest on the Fiscal 2014 Senior Notes is payable semi-annually in arrears on March 1 and September 1 of each year. The Fiscal 2014 Senior Notes were issued at a price of 99.871% (effective yield to maturity of 3.971%). The indenture governing the Fiscal 2014 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money and to enter into certain sale-leaseback transactions. At December 31, 2013, the Company is not aware of any instances of non-compliance with the covenants of the indenture governing the Fiscal 2014 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2014 Senior Notes upon a change of control triggering event. The Fiscal 2014 Senior Notes are senior unsecured obligations of the Company and rank equally with the Company’s other senior indebtedness. The Company may redeem the Fiscal 2014 Senior Notes in whole or in part at any time before their maturity. The Company incurred $4.3 million in debt issuance costs to establish the Fiscal 2014 Senior Notes. These costs have been capitalized and are being amortized to Other expenses, net on a straight-line basis, which approximates the effective interest method, over the seven-year term. At December 31, 2013, the accumulated amortization related to the Fiscal 2014 Senior Notes was $0.3 million. The fair value of the fixed-rate Fiscal 2014 Senior Notes at December 31, 2013 was $403.5 million based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 6, “Fair Value of Financial Instruments”).

In addition, certain of the Company’s foreign subsidiaries have unsecured, uncommitted lines of credit with banks. As of December 31, 2013 and June 30, 2013, there were no outstanding borrowings under these lines of credit.

XML

Earnings Per Share - Denominators of Basic and Diluted EPS Computations (Detail) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Weighted-average shares outstanding:
Basic	119.2	122.0	119.1	123.0
Common stock equivalents	4.9	3.5	4.5	3.3
Diluted	124.1	125.5	123.6	126.3

XML

Changes in Accumulated Other Comprehensive Income by Component - Summary of Changes in Accumulated Balances for Each Component of Accumulated Other Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Dec. 31, 2013	Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance, beginning	$ 2.5	$ 4.2
Other comprehensive income before reclassifications	5.6	3.8
Amounts reclassified from accumulated other comprehensive income		0.1
Balance, ending	8.1	8.1
Foreign Currency Translation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance, beginning	5.9	7.6
Other comprehensive income before reclassifications	5.0	3.3
Amounts reclassified from accumulated other comprehensive income
Balance, ending	10.9	10.9
Available-for-Sale Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance, beginning	1.0	1.1
Other comprehensive income before reclassifications	0.6	0.5
Amounts reclassified from accumulated other comprehensive income
Balance, ending	1.6	1.6
Pension and Post-Retirement Liabilities [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance, beginning	(4.4)	(4.5)
Other comprehensive income before reclassifications
Amounts reclassified from accumulated other comprehensive income		0.1
Balance, ending	$ (4.4)	$ (4.4)

XML

Interim Financial Data by Segment

6 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Interim Financial Data by Segment

NOTE 14. INTERIM FINANCIAL DATA BY SEGMENT

The Company classifies its operations into the following two reportable segments: Investor Communication Solutions and Securities Processing Solutions.

The primary components of “Other” are the elimination of intersegment revenues and profits as well as certain unallocated expenses. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and fiscal year 2014 budgeted foreign currency exchange rates.

Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related expense items of an unusual or non-recurring nature in Other rather than reflect such items in segment profit.

Segment results:

	Revenues
	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
	($ in millions)
Investor Communication Solutions	$	345.9		$	326.8		$	722.1		$	666.3
Securities Processing Solutions		174.1			163.8			342.8			317.7
Foreign currency exchange		0.6			2.6			0.9			5.0
Total	$	520.6		$	493.2		$	1,065.8		$	989.0
	Earnings (Loss) before Income Taxes
	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
	($ in millions)
Investor Communication Solutions	$	20.7		$	16.5		$	61.6		$	43.7
Securities Processing Solutions		34.6			20.0			66.3			29.4
Other		(17.3	)		(15.1	)		(25.3	)		(27.0	)
Foreign currency exchange		4.7			3.3			9.4			7.2
Total	$	42.7		$	24.7		$	112.0		$	53.3

* * * * * * *

XML

Other Non-Current Assets (Tables)

6 Months Ended

Dec. 31, 2013

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Schedule of Other Non-Current Assets

Other non-current assets consisted of the following:

	December 31, 2013		June 30, 2013
	($ in millions)
Deferred client conversion and start-up costs	$	135.6	$	133.3
Deferred data center costs		46.1		48.8
Long-term investments		23.4		20.9
Long-term broker fees		8.0		9.2
Other		17.9		19.1
Total	$	231.0	$	231.3

XML

Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 15.1	$ 8.9	$ 40.0	$ 19.2
Effective income tax rate	35.40%	36.00%	35.70%	36.00%

XML

Other Non-Current Assets - Schedule of Other Non-Current Assets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Statement Of Financial Position [Abstract]
Deferred client conversion and start-up costs	$ 135.6	$ 133.3
Deferred data center costs	46.1	48.8
Long-term investments	23.4	20.9
Long-term broker fees	8.0	9.2
Other	17.9	19.1
Total	$ 231.0	$ 231.3

XML

Condensed Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Current assets:
Cash and cash equivalents	$ 240.3	$ 266.0
Accounts receivable, net of allowance for doubtful accounts of $2.2 and $3.7, respectively	336.0	442.4
Other current assets	110.9	98.6
Total current assets	687.2	807.0
Property, plant and equipment, net	87.0	80.9
Goodwill	812.9	778.4
Intangible assets, net	120.9	120.6
Other non-current assets	231.0	231.3
Total assets	1,939.0	2,018.2
Current liabilities:
Accounts payable	96.6	143.1
Accrued expenses and other current liabilities	192.2	277.2
Deferred revenues	55.1	49.2
Total current liabilities	343.9	469.5
Long-term debt	524.1	524.5
Deferred taxes	64.4	71.2
Deferred revenues	53.0	40.2
Other non-current liabilities	96.1	96.8
Total liabilities	1,081.5	1,202.2
Commitments and contingencies (Note 12)
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, 119.2 and 119.0 shares, respectively	1.6	1.6
Additional paid-in capital	798.8	783.0
Retained earnings	833.2	811.3
Treasury stock: at cost, 35.3 and 35.5 shares, respectively	(784.2)	(784.1)
Accumulated other comprehensive income	8.1	4.2
Total stockholders' equity	857.5	816.0
Total liabilities and stockholders' equity	$ 1,939.0	$ 2,018.2

XML

Earnings Per Share

6 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 3. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is calculated by dividing the Company’s Net earnings by the basic Weighted-average shares outstanding for the periods presented.

Diluted EPS reflects the potential dilution that could occur if outstanding stock options at the presented date are exercised and shares of restricted stock units have vested.

The computation of diluted EPS did not include 0.1 million and 1.9 million options to purchase Broadridge common stock for the three months ended December 31, 2013 and 2012, respectively, and 0.1 million and 2.3 million options to purchase Broadridge common stock for the six months ended December 31, 2013 and 2012, respectively, as the effect of their inclusion would have been anti-dilutive.

The following table sets forth the denominators of the basic and diluted EPS computations (in millions):

	Three Months Ended December 31,				Six Months Ended December 31,
	2013		2012		2013		2012
Weighted-average shares outstanding:
Basic		119.2		122.0		119.1		123.0
Common stock equivalents		4.9		3.5		4.5		3.3
Diluted		124.1		125.5		123.6		126.3

XML

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Dec. 31, 2013

Other Liabilities Disclosure [Abstract]

Components of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	December 31, 2013		June 30, 2013
	($ in millions)
Employee compensation and benefits	$	108.9	$	143.1
Accrued broker fees		25.8		49.2
Accrued income tax liability		13.0		51.8
Accrued dividend payable		24.6		21.0
Other		19.9		12.1
Total	$	192.2	$	277.2

XML

Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Fair Value Disclosures [Abstract]
MMDA account balances	$ 53.5	$ 87.1

XML

Changes in Accumulated Other Comprehensive Income by Component

6 Months Ended

Dec. 31, 2013

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income by Component

NOTE 13. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income:

	Foreign Currency Translation		Available- for-Sale Securities		Pension and Post- Retirement Liabilities			Total
	($ in millions)
Balances at July 1, 2013	$	7.6	$	1.1	$	(4.5	)	$	4.2
Other comprehensive income before reclassifications		3.3		0.5		—			3.8
Amounts reclassified from accumulated other comprehensive income		—		—		0.1			0.1
Balances at December 31, 2013	$	10.9	$	1.6	$	(4.4	)	$	8.1

	Foreign Currency Translation		Available- for-Sale Securities		Pension and Post- Retirement Liabilities			Total
	($ in millions)
Balances at October 1, 2013	$	5.9	$	1.0	$	(4.4	)	$	2.5
Other comprehensive income before reclassifications		5.0		0.6		—			5.6
Amounts reclassified from accumulated other comprehensive income		—		—		—			—
Balances at December 31, 2013	$	10.9	$	1.6	$	(4.4	)	$	8.1

The following table summarizes the reclassifications out of accumulated other comprehensive income:

	Three Months Ended December 31,					Six Months Ended December 31,
	2013			2012		2013			2012
	($ in millions)
Pension and Post-retirement liabilities:
Amortization of loss reclassified into Selling, general and administrative expenses	$	0.1		$	—	$	0.2		$	0.2
Tax income		(0.1	)		—		(0.1	)		(0.1	)
Amortization of loss net of tax	$	—		$	—	$	0.1		$	0.1