10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2021

OR

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

For the transition period from                       to                     

Commission File Number 001-33220

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

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

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

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

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

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

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

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

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

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

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

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

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of January 27, 2022, was 116,772,573 shares.

Table of Contents

TABLE OF CONTENTS

ITEM		PAGE
NOTE ABOUT FORWARD-LOOKING STATEMENTS		3
PART I.	FINANCIAL INFORMATION	4
Item 1.	FINANCIAL STATEMENTS	4
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	50
Item 4.	CONTROLS AND PROCEDURES	50
PART II.	OTHER INFORMATION	51
Item 1.	LEGAL PROCEEDINGS	51
Item 1A.	RISK FACTORS	51
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	51
Item 6.	EXHIBITS	52

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

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

•the success of Broadridge 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;

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

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

•declines in participation and activity in the securities markets;

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

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

•overall market 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;

•Broadridge’s 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 this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 which was filed with the United States of America (“U.S.”) Securities and Exchange Commission (the “SEC”) on August 12, 2021 (the “2021 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 2021 Annual Report. We disclaim any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

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PART I. FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Earnings

(In millions, except per share amounts)

(Unaudited)

		Three Months Ended   December 31,				Six Months Ended   December 31,
		2021		2020		2021		2020
Revenues	(Note 3)	$	1,259.6	$	1,054.9	$	2,452.5	$	2,072.3
Operating expenses:
Cost of revenues		978.4		806.5		1,892.5		1,593.5
Selling, general and administrative expenses		212.3		169.0		387.8		320.7
Total operating expenses		1,190.7		975.5		2,280.3		1,914.3
Operating income		68.9		79.5		172.1		158.1
Interest expense, net	(Note 5)	(21.4)		(11.1)		(44.0)		(25.6)
Other non-operating income, net		4.4		1.0		2.0		10.5
Earnings before income taxes		51.9		69.4		130.1		143.0
Provision for income taxes	(Note 13)	4.7		13.1		15.7		20.9
Net earnings		$	47.2	$	56.3	$	114.4	$	122.1
Basic earnings per share		$	0.40	$	0.49	$	0.98	$	1.06
Diluted earnings per share		$	0.40	$	0.48	$	0.97	$	1.04
Weighted-average shares outstanding:
Basic	(Note 4)	116.6		115.7		116.4		115.5
Diluted	(Note 4)	118.7		117.8		118.5		117.6

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
Net earnings	$	47.2	$	56.3	$	114.4	$	122.1
Other comprehensive income (loss), net:
Foreign currency translation adjustments	(31.8)		5.2		(102.6)		42.1
Pension and post-retirement liability adjustment, net of taxes of $(0.2) and $(0.2) for the three months ended December 31, 2021 and 2020, respectively; and $(0.3) and $(0.4) for the six months ended December 31, 2021 and 2020, respectively	0.5		0.6		1.0		1.2
Cash flow hedge amortization, net of taxes of $(0.1) and $(0.0) for the three months ended December 31, 2021 and 2020, respectively; and $(0.1) and $(0.0) for the six months ended December 31, 2021 and 2020, respectively	0.2		—		0.4		—
Total other comprehensive income (loss), net	(31.0)		5.7		(101.1)		43.3
Comprehensive income	$	16.2	$	62.0	$	13.3	$	165.4

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)

		December 31, 2021		June 30, 2021
Assets
Current assets:
Cash and cash equivalents		$	281.2	$	274.5
Accounts receivable, net of allowance for doubtful accounts of $5.8 and $9.3, respectively		779.5		820.3
Other current assets		205.9		166.4
Total current assets		1,266.6		1,261.3
Property, plant and equipment, net		169.7		177.2
Goodwill		3,663.8		3,720.1
Intangible assets, net		1,253.0		1,425.0
Deferred client conversion and start-up costs		994.9		773.7
Other non-current assets	(Note 8)	768.1		762.5
Total assets		$	8,115.9	$	8,119.8
Liabilities and Stockholders’ Equity
Current liabilities:
Payables and accrued expenses	(Note 9)	$	878.6	$	1,102.7
Contract liabilities		209.2		185.3
Total current liabilities		1,087.8		1,288.0
Long-term debt	(Note 10)	4,156.6		3,887.6
Deferred taxes		399.2		400.7
Contract liabilities		200.1		197.2
Other non-current liabilities	(Note 11)	524.2		537.2
Total liabilities		6,367.9		6,310.6
Commitments and contingencies	(Note 14)
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none		—		—
Common stock, $0.01 par value: 650.0 shares authorized; 154.5 and 154.5 shares issued, respectively; and 116.8 and 116.1 shares outstanding, respectively		1.6		1.6
Additional paid-in capital		1,307.7		1,245.5
Retained earnings		2,549.1		2,583.8
Treasury stock, at cost: 37.7 and 38.3 shares, respectively		(2,018.4)		(2,030.9)
Accumulated other comprehensive income (loss)	(Note 15)	(91.9)		9.2
Total stockholders’ equity		1,748.1		1,809.1
Total liabilities and stockholders’ equity		$	8,115.9	$	8,119.8

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Six Months Ended   December 31,
	2021		2020
Cash Flows From Operating Activities
Net earnings	$	114.4	$	122.1
Adjustments to reconcile net earnings to net cash flows (used in) provided by operating activities:
Depreciation and amortization	41.1		31.3
Amortization of acquired intangibles and purchased intellectual property	131.2		64.9
Amortization of other assets	66.3		52.9
Write-down of long-lived assets and related charges	8.1		33.6
Stock-based compensation expense	36.2		28.7
Deferred income taxes	16.4		10.9
Other	(19.3)		(29.0)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Current assets and liabilities:
Decrease in Accounts receivable, net	49.2		100.3
Increase in Other current assets	(32.5)		(35.7)
Decrease in Payables and accrued expenses	(236.5)		(140.2)
Increase in Contract liabilities	28.3		5.9
Non-current assets and liabilities:
Increase in Other non-current assets	(321.5)		(211.2)
Increase in Other non-current liabilities	24.0		48.8
Net cash flows (used in) provided by operating activities	(94.6)		83.3
Cash Flows From Investing Activities
Capital expenditures	(11.3)		(30.1)
Software purchases and capitalized internal use software	(17.9)		(20.7)
Proceeds from asset sales	—		18.0
Acquisitions, net of cash acquired	(13.3)		—
Other investing activities	(11.4)		(11.0)
Net cash flows used in investing activities	(53.9)		(43.9)
Cash Flows From Financing Activities
Debt proceeds	480.0		660.0
Debt repayments	(211.0)		(687.8)
Dividends paid	(141.2)		(128.5)
Purchases of Treasury stock	(1.7)		(0.8)
Proceeds from exercise of stock options	40.5		27.6
Other financing activities	(7.5)		(27.2)
Net cash flows provided by (used in) financing activities	159.2		(156.6)
Effect of exchange rate changes on Cash and cash equivalents	(4.1)		6.2
Net change in Cash and cash equivalents	6.6		(111.0)
Cash and cash equivalents, beginning of period	274.5		476.6
Cash and cash equivalents, end of period	$	281.2	$	365.6
Supplemental disclosure of cash flow information:
Cash payments made for interest	$	41.1	$	31.2
Cash payments made for income taxes, net of refunds	$	57.3	$	60.0
Non-cash investing and financing activities:
Accrual of unpaid property, plant and equipment and software	$	16.9	$	13.9

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(In millions, except per share amounts)

(Unaudited)

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

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

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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	Three Months Ended December 31, 2020
	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balances, September 30, 2020	154.5	$	1.6	$	1,198.5	$	2,302.1	$	(2,025.5)	$	(62.9)	$	1,413.8
Comprehensive income (loss)	—	—		—		56.3		—		5.7		62.0
Stock option exercises	—	—		6.5		—		—		—		6.5
Stock-based compensation	—	—		18.2		—		—		—		18.2
Treasury stock acquired (0.0 shares)	—	—		—		—		—		—		—
Treasury stock reissued (0.2 shares)	—	—		(3.6)		—		3.6		—		—
Common stock dividends ($0.575 per share)	—	—		—		(66.5)		—		—		(66.5)
Balances, December 31, 2020	154.5	$	1.6	$	1,219.6	$	2,291.8	$	(2,021.8)	$	(57.1)	$	1,434.0

	Six Months Ended December 31, 2020
	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balances, June 30, 2020	154.5	$	1.6	$	1,178.5	$	2,302.6	$	(2,035.7)	$	(100.4)	$	1,346.5
Comprehensive income (loss)	—	—		—		122.1		—		43.3		165.4
Stock option exercises	—	—		27.3		—		—		—		27.3
Stock-based compensation	—	—		28.5		—		—		—		28.5
Treasury stock acquired (less than 0.1 shares)	—	—		—		—		(0.8)		—		(0.8)
Treasury stock reissued (0.6 shares)	—	—		(14.6)		—		14.6		—		—
Common stock dividends ($1.15 per share)	—	—		—		(132.9)		—		—		(132.9)
Balances, December 31, 2020	154.5	$	1.6	$	1,219.6	$	2,291.8	$	(2,021.8)	$	(57.1)	$	1,434.0

Amounts may not sum due to rounding.

See Notes to Condensed Consolidated Financial Statements.

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Broadridge Financial Solutions, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

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

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

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

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

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

In addition, Broadridge provides public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services and shareholder data services. Broadridge also offers financial reporting document composition and management solutions, SEC disclosure and filing services, and registrar, stock transfer and record-keeping services through Broadridge Corporate Issuer Solutions.

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

•Global Technology and Operations — Broadridge is a leading global provider of business solutions for capital markets, and wealth and investment management firms. Broadridge offers advanced solutions that automate firms’ transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, margin, cash management, clearance and settlement, asset servicing, reference data management, reconciliations, securities financing and collateral optimization, compliance and regulatory reporting, and portfolio accounting and custody-related services. In addition, Broadridge provides business process outsourcing services that support the entire trade lifecycle operations of its buy- and sell-side clients’ businesses through a combination of its technology and operations expertise.

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For capital markets firms, Broadridge helps its clients lower their costs and improve the effectiveness of their businesses across the front, middle and back office. Broadridge’s core post-trade services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management and manage risk, thereby enabling them to focus on their core business activities. Provided on a software as a service (“SaaS”) basis within large user communities, Broadridge’s technology is a global solution, processing clearance and settlement in over 100 countries. Broadridge’s multi-asset, multi-market, multi-entity and multi-currency solutions support real-time global trade processing of equity, fixed income, mutual fund, foreign exchange, and exchange-traded derivatives. With the recent acquisition of Itiviti Holding AB (“Itiviti”), Broadridge has strengthened its capabilities with a set of front-office trade order and execution management solutions, connectivity and network offerings which will integrate with its existing middle and back-office solutions.

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

Broadridge also offers buy-side technology solutions for the global investment management industry, including portfolio management, compliance and operational workflow solutions for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space.

B. Consolidation and Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and in accordance with SEC requirements for Quarterly Reports on Form 10-Q. These financial statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities. Intercompany balances and transactions have been eliminated. Amounts presented may not sum due to rounding. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed on August 12, 2021 with 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, 2021 and June 30, 2021, the results of its operations for the three and six months ended December 31, 2021 and 2020, its cash flows for the six months ended December 31, 2021 and 2020, and its changes in stockholders’ equity for the three and six months ended December 31, 2021 and 2020. Certain prior period amounts have been reclassified to conform to the current year presentation where applicable.

Beginning with the first quarter of fiscal year 2022, the Company revised the foreign exchange rates used to present segment revenues and segment earnings (loss) before income taxes to further allocate the foreign exchange impact to the individual segment revenue and profit metrics. The presentation of segment revenues and earnings (loss) before income taxes for the prior periods provided in this Form 10-Q has been changed to conform to the current period presentation. Total consolidated revenues and earnings before income taxes were not impacted. Please refer to Note 3, “Revenue Recognition” and Note 16, “Interim Financial Data by Segment.”

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

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

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU No. 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements under GAAP for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU No. 2018-15 became effective for the Company beginning in the first quarter of fiscal year 2021. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance, for which the Company elected to adopt ASU No. 2018-15 on a prospective basis. The adoption of ASU No. 2018-15 did not have a material impact on the Company's Condensed Consolidated Financial Statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses” (“ASU No. 2016-13”), which prescribes an impairment model for most financial instruments based on expected losses rather than incurred losses. Under this model, an estimate of expected credit losses over the contractual life of the instrument is to be recorded as of the end of a reporting period as an allowance to offset the amortized cost basis, resulting in a net presentation of the amount expected to be collected on the financial instrument. The expected credit loss model incorporates historical collection experience and other factors, including those related to current market conditions and events. The Company monitors trade receivable balances and other related assets, and estimates the allowance for lifetime expected credit losses. ASU No. 2016-13 became effective for the Company in the first quarter of fiscal year 2021. For most instruments, entities must apply the standard using a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The adoption of ASU No. 2016-13 did not have a material impact on the Company's Condensed Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

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

NOTE 3. REVENUE RECOGNITION

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

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

•Investor Communication Solutions—Revenues are generated primarily from processing and distributing investor communications and other related services as well as vote processing and tabulation. The Company typically enters into agreements with clients to provide services on a fee for service basis. Fees received for processing and distributing investor communications are generally variably priced and recognized as revenue over time as the Company provides the services to clients based on the number of units processed, which coincides with the pattern of value transfer to the client. Broadridge works directly with corporate issuers (“Issuers”) and mutual funds to ensure that the account holders of the Company’s bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications materials and the services are fulfilled in accordance with each Issuer’s and mutual fund’s requirements. Broadridge works directly with the Issuers and mutual funds to resolve any issues that may arise. As such, Issuers and mutual funds are viewed as the customer of the Company’s services. As a result, revenues for distribution services as well as proxy materials fulfillment services are recorded in Revenue on a gross basis with corresponding costs including amounts remitted to the broker-dealers and banks (referred to as “Nominees”)

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recorded in Cost of revenues. Fees for the Company’s investor communications services arrangements are typically billed and paid on a monthly basis following the delivery of the services. The Company also offers certain hosted service arrangements that can be priced on a fixed and/or variable basis for which revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client on a monthly basis based on the number of transactions processed or units delivered, in the case of variable priced arrangements, or a fixed monthly fee in the case of fixed price arrangements, in each case which coincides with the pattern of value transfer to the client. These services may be billed in a variety of payment frequencies depending on the specific arrangement.

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

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

Transaction Price

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

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

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

Disaggregation of Revenue

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

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

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions
Regulatory	$	166.4	$	144.7	$	331.8	$	279.5
Data-driven fund solutions	88.8		86.1		172.1		165.1
Issuer	23.7		20.8		44.2		38.5
Customer communications	148.2		135.8		289.1		273.4
Total ICS Recurring fee revenues	427.1		387.3		837.3		756.5
Equity and other	24.6		20.6		52.2		38.7
Mutual funds	40.1		24.3		88.9		51.4
Total ICS Event-driven fee revenues	64.7		44.9		141.1		90.0
Distribution revenues	401.5		343.8		768.4		675.0
Total ICS Revenues	$	893.3	$	776.0	$	1,746.8	$	1,521.5
Global Technology and Operations
Capital markets	$	224.1	$	158.4	$	433.5	$	314.7
Wealth and investment management	146.4		126.9		277.7		251.0
Total GTO Recurring fee revenues	370.6		285.3		711.2		565.7
Foreign currency exchange	(4.3)		(6.4)		(5.5)		(14.9)
Total Revenues	$	1,259.6	$	1,054.9	$	2,452.5	$	2,072.3
Revenues by Type
Recurring fee revenues	$	797.6	$	672.6	$	1,548.5	$	1,322.2
Event-driven fee revenues	64.7		44.9		141.1		90.0
Distribution revenues	401.5		343.8		768.4		675.0
Foreign currency exchange	(4.3)		(6.4)		(5.5)		(14.9)
Total Revenues	$	1,259.6	$	1,054.9	$	2,452.5	$	2,072.3

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Contract Balances

The following table provides information about contract assets and liabilities:

	December 31, 2021		June 30, 2021
	(in millions)
Contract assets	$	96.7	$	89.8
Contract liabilities	$	409.3	$	382.5

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

During the six months ended December 31, 2021, contract liabilities increased due to the timing of client invoices in relation to the timing of revenue recognized. The Company recognized $174.4 million of revenue during the six months ended December 31, 2021 that was included in the contract liability balance as of June 30, 2021.

NOTE 4. WEIGHTED-AVERAGE SHARES OUTSTANDING

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

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

The computation of diluted EPS excluded less than 0.1 million options to purchase Broadridge common stock for the three months ended December 31, 2020, and less than 0.1 million options to purchase Broadridge common stock for the six months ended December 31, 2020, as the effect of their inclusion would have been anti-dilutive.

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

	Three Months Ended   December 31,		Six Months Ended   December 31,
	2021	2020	2021	2020
	(in millions)
Weighted-average shares outstanding:
Basic	116.6	115.7	116.4	115.5
Common stock equivalents	2.0	2.1	2.1	2.1
Diluted	118.7	117.8	118.5	117.6

NOTE 5. INTEREST EXPENSE, NET

Interest expense, net consisted of the following:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Interest expense on borrowings	$	(22.8)	$	(12.1)	$	(45.8)	$	(27.2)
Interest income	1.5		1.0		1.8		1.6
Interest expense, net	$	(21.4)	$	(11.1)	$	(44.0)	$	(25.6)

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NOTE 6. ACQUISITIONS

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

During the six months ended December 31, 2021, there were no material acquisitions.

The Company is providing unaudited pro forma supplemental information for the acquisition of Itiviti as the acquisition was material to the Company’s operating results. Unaudited pro forma supplemental financial information for all acquisitions, excluding Itiviti, is not provided as the impact of these acquisitions on the Company’s operating results, financial position or cash flows was not material for any acquisition individually.

Fiscal Year 2021 Acquisitions:

BUSINESS COMBINATIONS

Financial information on each transaction is as follows:

	Itiviti		Advisor-Stream		Total
	(in millions)
Cash payments, net of cash acquired	$	2,580.4	$	23.2	$	2,603.6
Deferred payments, net	—		2.9		2.9
Contingent consideration liability	—		8.5		8.5
Aggregate purchase price	$	2,580.4	$	34.5	$	2,615.0
Net tangible assets acquired / (liabilities assumed)	$	(246.5)	$	(3.3)	$	(249.8)
Goodwill	1,945.7		27.3		1,973.0
Intangible assets	881.3		10.5		891.8
Aggregate purchase price	$	2,580.4	$	34.5	$	2,615.0

Itiviti

In May 2021, the Company acquired Itiviti, a leading provider of trading and connectivity technology to the capital markets industry. The acquisition of Itiviti extends the Company’s back-office capabilities into the front-office and deepens its multi-asset class solutions, better enabling the Company to help its clients adapt to a rapidly evolving marketplace. Itiviti is included in the Company’s GTO reportable segment.

•Goodwill is not tax deductible.

•Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and five-year life, respectively.

The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of the acquired business’ assets and liabilities.

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The following summarizes the allocation of purchase price for the Itiviti acquisition (in millions):

	Itiviti
Accounts receivable	$	39.6
Other current assets	14.1
Property, plant and equipment	9.4
Intangible assets	881.3
Goodwill	1,945.7
Other non-current assets	28.7
Payables and accrued expenses	(45.9)
Current contract liabilities	(58.8)
Deferred taxes	(199.6)
Other long term liabilities	(34.0)
Consideration paid, net of cash acquired	$	2,580.4

Unaudited Pro Forma Financial Information

The unaudited pro forma condensed consolidated results of operations in the table below are provided for illustrative purposes only and summarize the combined results of operations of Broadridge and Itiviti. For purposes of this pro forma presentation, the acquisition of Itiviti is assumed to have occurred on July 1, 2019. The pro forma financial information for all periods presented also includes the estimated business combination accounting effects resulting from this acquisition, notably amortization expense from the acquired intangible assets, interest expense from recent debt financing, the proceeds of which were used to fund the acquisition, and certain other integration related impacts.

This unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had actually occurred on July 1, 2019, nor of the results of operations that may be obtained in the future.

	Years ended June 30,
	2021		2020
	(in millions)
Revenues	$	5,221.7	$	4,723.4
Net earnings	$	514.9	$	367.5
Basic earnings per share	$	4.45	$	3.21
Diluted earnings per share	$	4.37	$	3.14

AdvisorStream

In June 2021, the Company acquired AdvisorStream, a leading provider of digital engagement and marketing solutions for the global wealth and insurance industries. AdvisorStream's advisor marketing platform enables advisors to drive revenue and growth by providing personalized and consistent client communications. AdvisorStream is included in the Company’s GTO reportable segment.

•Goodwill is not tax deductible.

•Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a five-year life and five-year life, respectively.

The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of the acquired business’ assets and liabilities.

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NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

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

The following tables set forth the Company’s financial assets and liabilities at December 31, 2021 and June 30, 2021, respectively, that are recorded at fair value, segregated by level within the fair value hierarchy:

	December 31, 2021
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash and cash equivalents:
Money market funds (a)	$	—	$	—	$	—	$	—
Other current assets:
Securities	0.7		—		—		0.7
Other non-current assets:
Securities	132.9		—		—		132.9
Total assets as of December 31, 2021	$	133.6	$	—	$	—	$	133.6
Liabilities:
Contingent consideration obligations	—		—		18.8		18.8
Total liabilities as of December 31, 2021	$	—	$	—	$	18.8	$	18.8

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	June 30, 2021
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash and cash equivalents:
Money market funds (a)	$	—	$	—	$	—	$	—
Other current assets:
Securities	0.7		—		—		0.7
Other non-current assets:
Securities	120.6		—		—		120.6
Total assets as of June 30, 2021	$	121.2	$	—	$	—	$	121.2
Liabilities:
Contingent consideration obligations	—		—		23.2		23.2
Total liabilities as of June 30, 2021	$	—	$	—	$	23.2	$	23.2

_________

(a)Money market funds include money market deposit account balances of less than $0.1 million as of December 31, 2021 and June 30, 2021, respectively.

In addition, the Company has non-marketable securities with a carrying amount of $46.0 million and $37.5 million as of December 31, 2021 and June 30, 2021, respectively, that are classified as Level 2 financial assets and included as part of Other non-current assets on the Condensed Consolidated Balance Sheets.

The following table sets forth an analysis of changes during the three and six months ended December 31, 2021 and 2020, respectively, in Level 3 financial liabilities of the Company:

	Three Months Ended December 31,				Six Months Ended December 31,
	2021		2020		2021		2020
	(in millions)
Beginning balance	$	19.0	$	23.7	$	23.2	$	33.1
Net increase in contingent consideration liability	—		—		1.1		—
Foreign currency impact on contingent consideration liability	(0.2)		—		(0.6)		1.4
Payments	—		(6.0)		(4.9)		(16.7)
Ending balance	$	18.8	$	17.8	$	18.8	$	17.8

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

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NOTE 8. OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following:

	December 31, 2021		June 30, 2021
	(in millions)
ROU assets (a)	$	244.4	$	262.0
Long-term investments	215.0		194.0
Deferred sales commissions costs	105.8		108.6
Contract assets (b)	96.7		89.8
Long-term broker fees	43.2		48.7
Deferred data center costs (c)	21.1		24.3
Other	41.8		35.0
Total	$	768.1	$	762.5

_________

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

(b) Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts.

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

The total amount of deferred client conversion and start-up costs and deferred sales commission costs amortized in Operating expenses during the three months ended December 31, 2021 and 2020, were $27.3 million and $21.0 million, respectively.

The total amount of deferred client conversion and start-up costs and deferred sales commission costs amortized in Operating expenses during the six months ended December 31, 2021 and 2020, were $50.6 million and $39.7 million, respectively.

NOTE 9. PAYABLES AND ACCRUED EXPENSES

Payables and accrued expenses consisted of the following:

	December 31, 2021		June 30, 2021
	(in millions)
Accounts payable	$	192.2	$	248.9
Employee compensation and benefits	236.8		343.7
Accrued broker fees	80.5		136.0
Accrued dividend payable	74.7		66.8
Business process outsourcing administration fees	74.1		66.1
Customer deposits	64.1		55.5
Operating lease liabilities	40.5		40.2
Accrued taxes	35.8		42.6
Other	79.9		102.9
Total	$	878.6	$	1,102.7

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NOTE 10. BORROWINGS

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

	Expiration Date	Principal amount outstanding at December 31, 2021		Carrying value at December 31, 2021		Carrying value at June 30, 2021		Unused Available Capacity		Fair Value at December 31, 2021
				(in millions)
Long-term debt
Fiscal 2021 Revolving Credit Facility:
U.S. dollar tranche	April 2026	$	305.0	$	305.0	$	20.0	$	795.0	$	305.0
Multicurrency tranche	April 2026	76.0		76.0		94.4		324.0		76.0
Total Revolving Credit Facility		381.0		381.0		114.4		1,119.0		381.0
Fiscal 2021 Term Loans	May 2024	1,550.0		1,544.6		1,543.4		—		1,550.0
Fiscal 2016 Senior Notes	June 2026	500.0		497.0		496.7		—		534.2
Fiscal 2020 Senior Notes	December 2029	750.0		743.0		742.5		—		775.6
Fiscal 2021 Senior Notes	May 2031	1,000.0		991.1		990.6		—		1,007.9
Total Senior Notes		2,250.0		2,231.1		2,229.8		—		2,317.7
Total debt		$	4,181.0	$	4,156.6	$	3,887.6	$	1,119.0	$	4,248.7

Future principal payments on the Company’s outstanding debt are as follows:

Years ending June 30,	2022		2023		2024		2025		2026		Thereafter		Total
(in millions)	$	—	$	—	$	1,550.0	$	—	$	881.0	$	1,750.0	$	4,181.0

Fiscal 2021 Revolving Credit Facility: In April 2021, the Company entered into an amended and restated $1.5 billion five-year revolving credit facility, as further amended on December 23, 2021, (the “Fiscal 2021 Revolving Credit Facility”), which replaced the $1.5 billion five-year revolving credit facility entered into during March 2019 (the “Fiscal 2019 Revolving Credit Facility”) (together the “Revolving Credit Facilities”). The Fiscal 2021 Revolving Credit Facility is comprised of a $1.1 billion U.S. dollar tranche and a $400.0 million multicurrency tranche.

The weighted-average interest rate on the Revolving Credit Facilities was 1.16% and 1.17% for the three and six months ended December 31, 2021, respectively, and 1.21% and 1.22% for the three and six months ended December 31, 2020, respectively. The fair value of the variable-rate Fiscal 2021 Revolving Credit Facility borrowings at December 31, 2021 approximates carrying value and has been classified as a Level 2 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

Under the Fiscal 2021 Revolving Credit Facility, revolving loans denominated in U.S. Dollars, Canadian Dollars, Euro, Yen, and Swedish Kronor initially bear interest at LIBOR, CDOR, EURIBOR, TIBOR and STIBOR, respectively, plus 1.015% per annum (subject to step-ups to 1.175% and step-downs to 0.805% based on ratings) and revolving loans denominated in Sterling initially bear interest at SONIA plus 1.0476% per annum (subject to step-ups to 1.2076% and step-downs to 0.8376% based on ratings). The Fiscal 2021 Revolving Credit Facility also has an annual facility fee equal to 11.0 basis points on the entire facility (subject to step-ups to 20.0 basis points and step-downs to 7.0 basis points based on ratings). The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Fiscal 2021 Revolving Credit Facility in accordance with individual drawn loan maturities. The Fiscal 2021 Revolving Credit Facility is subject to certain covenants, including a leverage ratio. At December 31, 2021, the Company is in compliance with all covenants of the Fiscal 2021 Revolving Credit Facility.

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Fiscal 2021 Term Loans: In March 2021, the Company entered into a term credit agreement, as amended on December 23, 2021, (“Term Credit Agreement”) providing for term loan commitments in an aggregate principal amount of $2.55 billion, comprised of a $1.0 billion tranche (“Tranche 1”) and a $1.55 billion tranche (“Tranche 2,” together with Tranche 1, the “Fiscal 2021 Term Loans”). The Company borrowed the Fiscal 2021 Term Loans in May 2021 in order to finance the Itiviti acquisition. Once borrowed, amounts repaid or prepaid in respect of such Fiscal 2021 Term Loans may not be reborrowed. The Tranche 1 Loans was to mature on the date that is 18 months after the date on which the Fiscal 2021 Term Loans are borrowed (the “Funding Date”), but was repaid in full in May 2021 with proceeds from the Fiscal 2021 Senior Notes (as discussed further below). The Tranche 2 Loan will mature in May 2024 on the third anniversary of the Funding Date. The proceeds of the Fiscal 2021 Term Loans were used by the Company to solely finance the acquisition of Itiviti and pay certain fees and expenses in connection therewith. The Tranche 2 Loan bears interest at LIBOR plus 0.875% per annum (subject to step-ups to LIBOR plus 1.250% or a step-down to LIBOR plus 0.750% based on ratings).

The Company may voluntarily prepay, in whole or in part and without premium or penalty. In the event of receipt of cash proceeds by the Company or its subsidiaries from certain incurrences of indebtedness, certain equity issuances, and certain sales, transfers or other dispositions of assets, the Company will be required to prepay outstanding Loans, subject to certain limitations and qualifications as set forth in the Term Credit Agreement. The Term Credit Agreement is subject to certain covenants, including a leverage ratio. At December 31, 2021, the Company is in compliance with all covenants of the Fiscal 2021 Term Loans.

Fiscal 2016 Senior Notes: In June 2016, the Company completed an offering of $500.0 million in aggregate principal amount of senior notes (the “Fiscal 2016 Senior Notes”). The Fiscal 2016 Senior Notes will mature on June 27, 2026 and bear interest at a rate of 3.40% per annum. Interest on the Fiscal 2016 Senior Notes is payable semi-annually in arrears on June 27 and December 27 of each year. The Fiscal 2016 Senior Notes were issued at a price of 99.589% (effective yield to maturity of 3.449%). The indenture governing the Fiscal 2016 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At December 31, 2021, the Company is in compliance with the covenants of the indenture governing the Fiscal 2016 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2016 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2016 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2016 Senior Notes at December 31, 2021 and June 30, 2021 was $534.2 million and $549.0 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

Fiscal 2020 Senior Notes: In December 2019, the Company completed an offering of $750.0 million in aggregate principal amount of senior notes (the “Fiscal 2020 Senior Notes”). The Fiscal 2020 Senior Notes will mature on December 1, 2029 and bear interest at a rate of 2.90% per annum. Interest on the Fiscal 2020 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year. The Fiscal 2020 Senior Notes were issued at a price of 99.717% (effective yield to maturity of 2.933%). The indenture governing the Fiscal 2020 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At December 31, 2021, the Company is in compliance with the covenants of the indenture governing the Fiscal 2020 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2020 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2020 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2020 Senior Notes at December 31, 2021 and June 30, 2021 was $775.6 million and $791.3 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

Fiscal 2021 Senior Notes: In May 2021, the Company completed an offering of $1.0 billion in aggregate principal amount of senior notes (the “Fiscal 2021 Senior Notes”). The Fiscal 2021 Senior Notes will mature on May 1, 2031 and bear interest at a rate of 2.60% per annum. Interest on the Fiscal 2021 Senior Notes is payable semi-annually in arrears on May 1 and November 1 of each year. The Fiscal 2021 Senior Notes were issued at a price of 99.957% (effective yield to maturity of 2.605%). The indenture governing the Fiscal 2021 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At December 31, 2021, the Company is in compliance with the covenants of the indenture governing the Fiscal 2021 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2021 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2021 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2021 Senior Notes at December 31, 2021 and June 30, 2021 was $1.01 billion and $1.02 billion, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

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The Fiscal 2021 Revolving Credit Facility, Fiscal 2021 Term Loans, Fiscal 2016 Senior Notes, Fiscal 2020 Senior Notes and Fiscal 2021 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.

In addition, certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks. As of December 31, 2021 and June 30, 2021, respectively, there were no outstanding borrowings under these lines of credit.

NOTE 11. OTHER NON-CURRENT LIABILITIES

Other non-current liabilities consisted of the following:

	December 31, 2021		June 30, 2021
	(in millions)
Operating lease liabilities	$	248.8	$	263.1
Post-employment retirement obligations	178.8		162.8
Non-current income taxes	49.1		48.2
Acquisition related contingencies	15.9		15.1
Other	31.7		48.0
Total	$	524.2	$	537.2

The Company sponsors a Supplemental Officer Retirement Plan (the “Broadridge SORP”). The Broadridge SORP is a nonqualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key officers upon retirement based upon the officers’ years of service and compensation. The Broadridge SORP was closed to new participants beginning in fiscal year 2015. The Company also sponsors a Supplemental Executive Retirement Plan (the “Broadridge SERP”). The Broadridge SERP is also a nonqualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key executives upon retirement based upon the executives’ years of service and compensation. The Broadridge SERP was closed to new participants beginning in fiscal year 2015.

The SORP and SERP are effectively funded with assets held in a Rabbi Trust. The assets invested in the Rabbi Trust are to be used in part to fund benefit payments to participants under the terms of the plans. The Rabbi Trust is irrevocable and no portion of the trust funds may be used for any purpose other than the delivery of those assets to the participants, except that assets held in the Rabbi Trust would be subject to the claims of the Company’s general creditors in the event of bankruptcy or insolvency of the Company. The Broadridge SORP and SERP are nonqualified plans for federal tax purposes and for purposes of Title I of ERISA. The Rabbi Trust assets had a value of $63.7 million at December 31, 2021 and $62.6 million at June 30, 2021 and are included in Other non-current assets in the accompanying Condensed Consolidated Balance Sheets. The SORP and the SERP had a total benefit obligation of $67.5 million at December 31, 2021 and $65.9 million at June 30, 2021 and are included in Other non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.

NOTE 12. STOCK-BASED COMPENSATION

The activity related to the Company’s incentive equity awards for the three months ended December 31, 2021 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 September 30, 2021	3,022,516	$	90.32	798,376	$	120.31	223,849	$	131.34
Granted	22,038	173.00		288,678	161.45		100,862	158.28
Exercise of stock options (a)	(410,031)	77.70		—	—		—	—
Vesting of restricted stock units	—	—		(39,756)	99.96		—	—
Expired/forfeited	(23,161)	101.09		(19,142)	139.85		(3,441)	131.63
Balances at December 31, 2021 (b),(c)	2,611,362	$	92.91	1,028,156	$	132.28	321,270	$	139.80

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(a)Stock options exercised during the period of October 1, 2021 through December 31, 2021 had an aggregate intrinsic value of $38.0 million.

(b)As of December 31, 2021, the Company’s outstanding vested and currently exercisable stock options using the December 31, 2021 closing stock price of $182.82 (approximately 1.2 million shares) had an aggregate intrinsic value of $135.1 million with a weighted-average exercise price of $70.72 and a weighted-average remaining contractual life of 4.7 years. The total of all stock options outstanding as of December 31, 2021 have a weighted-average remaining contractual life of 6.1 years.

(c)As of December 31, 2021, time-based restricted stock units and performance-based restricted stock units expected to vest using the December 31, 2021 closing stock price of $182.82 (approximately 1.0 million and 0.3 million shares, respectively) had an aggregate intrinsic value of $178.1 million and $55.6 million, respectively. Performance-based restricted stock units granted in the table above represent initial target awards, and performance adjustments for (i) change in shares issued based upon attainment of performance goals determined in the period, and (ii) estimated change in shares issued resulting from attainment of performance goals to be determined at the end of the prospective performance period.

The activity related to the Company’s incentive equity awards for the six months ended December 31, 2021 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 June 30, 2021	3,203,682	$	88.33	761,337	$	117.07	247,580	$	126.29
Granted	22,038	173.00		337,845	163.02		100,862	158.28
Exercise of stock options (a)	(579,823)	69.99		—	—		—	—
Vesting of restricted stock units	—	—		(39,756)	99.96		—	—
Expired/forfeited	(34,535)	104.51		(31,270)	135.11		(27,172)	85.30
Balances at December 31, 2021	2,611,362	$	92.91	1,028,156	$	132.28	321,270	$	139.80

(a)Stock options exercised during the period of July 1, 2021 through December 31, 2021 had an aggregate intrinsic value of $58.3 million.

The Company has stock-based compensation plans under which the Company annually grants stock option and restricted stock unit awards. Stock options are granted to employees at exercise prices equal to the fair market value of the Company’s common stock on the dates of grant, 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 $22.7 million and $18.3 million, as well as related expected tax benefits of $5.1 million and $4.1 million were recognized for the three months ended December 31, 2021 and 2020, respectively. Stock-based compensation expense of $36.2 million and $28.7 million, as well as related expected tax benefits of $8.2 million and $6.3 million were recognized for the six months ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, the total remaining unrecognized compensation cost related to non-vested stock options and restricted stock unit awards amounted to $7.2 million and $86.4 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 1.8 years and 1.8 years, respectively.

For stock options granted, 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.

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NOTE 13. INCOME TAXES

	Three Months Ended   December 31,						Six Months Ended   December 31,
	2021			2020			2021			2020
	(in millions)
Provision for income taxes	$	4.7		$	13.1		$	15.7		$	20.9
Effective tax rate	9.1		%	18.9		%	12.1		%	14.6		%
Excess tax benefits	$	7.1		$	3.6		$	11.5		$	12.8

The decrease in the effective tax rate for the three and six months ended December 31, 2021 was driven by higher total discrete tax items, inclusive of the excess tax benefits related to equity compensation, compared to the prior year period.

NOTE 14. CONTRACTUAL COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Data Center Agreements

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 provided certain aspects of the Company’s information technology infrastructure. Under the IT Services Agreement, IBM provided a broad range of technology services to the Company including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services. The migration of data center processing to IBM was completed in August 2012. The IT Services Agreement would have expired on June 30, 2022, but a two-year extension was signed in March 2015, amending the expiration date to June 30, 2024. In December 2019, the Company and IBM amended and restated the IT Services Agreement (the “Amended IT Services Agreement”), which now expires on June 30, 2027. The Company has the option of incorporating additional services into the Amended IT Services Agreement over time. The Company may renew the term of the Amended IT Services Agreement for up to one additional 12-month period. On July 28, 2021, the Company entered into a novation agreement with IBM (the “U.S. Novation Agreement”) pursuant to which IBM novated the Amended IT Services Agreement to Kyndryl, Inc., an entity formed in connection with IBM’s spin-off of its managed infrastructure services business (“Kyndryl”), effective September 1, 2021. Fixed minimum commitments remaining under the Amended IT Services Agreement at December 31, 2021 are $169.7 million through fiscal year 2027, the final year of the Amended IT Services Agreement.

In December 2019, the Company and IBM entered into an information technology agreement for private cloud services (the “Private Cloud Agreement”) under which IBM will operate, manage and support the Company’s private cloud global distributed platforms and products, and operate and manage certain Company networks. The Private Cloud Agreement has an initial term of approximately 10 years and three months, expiring on March 31, 2030. As a result of the Private Cloud Agreement, the Company transferred certain of its employees in April 2020 to IBM and its affiliates, and such transferred employees are expected to continue providing services to the Company on behalf of IBM under the Private Cloud Agreement. Pursuant to the Private Cloud Agreement, the Company agreed to transfer the ownership of certain Company-owned hardware (the “Hardware”) located at Company facilities worldwide to IBM. The transfer of the Hardware and Maintenance Contracts to IBM closed on September 30, 2020 for a selling price of $18.0 million. On July 28, 2021, IBM novated the Private Cloud Agreement to Kyndryl, effective September 1, 2021, pursuant to the U.S. Novation Agreement. Fixed minimum commitments remaining under the Private Cloud Agreement at December 31, 2021 are $191.0 million through March 31, 2030, the final year of the contract.

In March 2014, the Company and IBM United Kingdom Limited (“IBM UK”) entered into an Information Technology Services Agreement (the “EU IT Services Agreement”), under which IBM UK provides data center services supporting the Company’s technology outsourcing services for certain clients in Europe and Asia. The EU IT Services Agreement would have expired in October 2023. In December 2019, the Company amended the existing EU IT Services Agreement whereby the Company will migrate from the existing dedicated on-premises solution to a managed Broadridge private cloud environment provided by IBM, as well as extended the term of the EU IT Services Agreement to June 2029 (the “Amended EU IT Services Agreement”). The Company has the right to renew the term of the Amended EU IT Services Agreement for up to one additional 12-month period or one additional 24-month period. On August 19, 2021, the Company entered into a novation agreement with IBM UK pursuant to which IBM UK novated the EU IT Services Agreement to Kyndryl UK Limited, effective September 1, 2021. Fixed minimum commitments remaining under the Amended EU IT Services Agreement at December 31, 2021 are $30.5 million through fiscal year 2029, the final year of the contract.

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Cloud Services Resale Agreement

On December 31, 2021, the Company and Presidio Networked Solutions LLC (“Presidio”), a reseller of services of Amazon Web Services, Inc. and its affiliates (collectively, “AWS”), entered into an Order Form and AWS Private Pricing Addendum, dated December 31, 2021 (the “Order Form”), to the Cloud Services Resale Agreement, dated December 15, 2017, as amended (together with the Order Form, the “AWS Cloud Agreement”), whereby Presidio will resell to the Company certain public cloud infrastructure and related services provided by AWS for the operation, management and support of the Company’s cloud global distributed platforms and products. The AWS Cloud Agreement expires on December 31, 2026. Fixed minimums remaining under the AWS Cloud Agreement at December 31, 2021 are $250.0 million through December 31, 2026.

Investments

The Company has an equity method investment that is a variable interest in a variable interest entity, the Company is not the primary beneficiary and therefore does not consolidate the investee. The Company’s potential maximum loss exposure related to its unconsolidated investments in this variable interest entity totaled $33.5 million as of December 31, 2021, which represents the carrying value of the Company's investments.

In addition, as of December 31, 2021, the Company also has a future commitment to fund $1.5 million to one of the Company’s other investees.

Software License Agreements

The Company has incurred the following expenses under software license agreements:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Software License Agreements	$	35.9	$	20.1	$	67.8	$	38.3

Fixed Operating Lease Cost

The Company has incurred the following fixed operating lease costs:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Fixed Operating Lease Cost	$	12.3	$	10.5	$	23.6	$	34.9

Other

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 was not a party to any outstanding derivative financial instruments at December 31, 2021 and June 30, 2021. In March 2021, the Company entered into a derivative instrument designed to mitigate the Company’s exposure to the impact of changes in interest rates on the Fiscal 2021 Senior Notes.

The Company executed a forward treasury lock agreement (“Treasury Lock”), designated as a cash flow hedge, in the aggregate notional amount of $1.0 billion to manage exposure to fluctuations in the benchmark interest rate associated with the Fiscal 2021 Senior Notes, which were used to pay down a portion of the Term Credit Agreement associated with the Itiviti acquisition. Accordingly, changes in the fair value of the Treasury Lock were recorded as part of Other comprehensive income (loss), net each period up to when the Treasury Lock was settled. In May 2021, the Treasury Lock was settled for a pre-tax loss of $11.0 million, after which the final settlement loss will be amortized into Interest expense, net ratably over the ten year term of the Fiscal 2021 Senior Notes. The expected amount of the existing loss that will be amortized into earnings before income taxes within the next twelve months is approximately $1.1 million.

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.

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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 Broadridge Business Process Outsourcing, LLC (“BBPO”), an indirect subsidiary, which is a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Although BBPO’s FINRA membership agreement allows it to engage in clearing and the retailing of corporate securities in addition to mutual fund retailing on a wire order basis, BBPO does not clear customer transactions, process any retail business or carry customer accounts. As a registered broker-dealer and member of FINRA, BBPO is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934, as amended, which requires BBPO to maintain a minimum net capital amount. At December 31, 2021, BBPO was in compliance with this net capital requirement.

BBPO, as a “Managing Clearing Member” of the Options Clearing Corporation (the “OCC”), is also subject to OCC Rule 309(b) with respect to the business process outsourcing services that it provides to other OCC “Managed Clearing Member” broker-dealers. OCC Rule 309(b) requires BBPO to maintain a minimum net capital amount. At December 31, 2021, BBPO was in compliance with this net capital requirement.

In addition, Matrix Trust Company, a subsidiary of the Company, is a Colorado State non-depository trust company and National Securities Clearing Corporation trust member, whose primary business is to provide cash agent, custodial and directed trustee services to institutional customers, and investment management services to collective investment trust funds. As a result, Matrix Trust Company is subject to various regulatory capital requirements administered by the Colorado Division of Banking and the Arizona Department of Financial Institutions, as well as the National Securities Clearing Corporation. Specific capital requirements that involve quantitative measures of assets, liabilities, and certain off-balance sheet items, when applicable, must be met. At December 31, 2021, Matrix Trust Company was in compliance with its capital requirements.

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NOTE 15. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) BY COMPONENT

The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income/(loss) for the three and six months ended December 31, 2021, and 2020, respectively:

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at September 30, 2021	$	(37.9)	$	(14.9)	$	(8.1)	$	(60.9)
Other comprehensive income/(loss) before reclassifications	(31.8)		—		—		(31.8)
Amounts reclassified from accumulated other comprehensive income/(loss)	—		0.5		0.2		0.7
Balances at December 31, 2021	$	(69.7)	$	(14.4)	$	(7.8)	$	(91.9)

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at June 30, 2021	$	32.9	$	(15.4)	$	(8.2)	$	9.2
Other comprehensive income/(loss) before reclassifications	(102.6)		—		—		(102.6)
Amounts reclassified from accumulated other comprehensive income/(loss)	—		1.0		0.4		1.4
Balances at December 31, 2021	$	(69.7)	$	(14.4)	$	(7.8)	$	(91.9)

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at September 30, 2020	$	(47.7)	$	(15.1)	$	—	$	(62.9)
Other comprehensive income/(loss) before reclassifications	5.2		—		—		5.2
Amounts reclassified from accumulated other comprehensive income/(loss)	—		0.6		—		0.6
Balances at December 31, 2020	$	(42.6)	$	(14.5)	$	—	$	(57.1)

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at June 30, 2020	$	(84.7)	$	(15.7)	$	—	$	(100.4)
Other comprehensive income/(loss) before reclassifications	42.1		—		—		42.1
Amounts reclassified from accumulated other comprehensive income/(loss)	—		1.2		—		1.2
Balances at December 31, 2020	$	(42.6)	$	(14.5)	$	—	$	(57.1)

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NOTE 16. INTERIM FINANCIAL DATA BY SEGMENT

The Company operates in two reportable segments: Investor Communication Solutions and Global Technology and Operations. See Note 1, “Basis of Presentation” for a further description of the Company’s reportable segments.

The primary components of “Other” are certain gains, losses, corporate overhead expenses and non-operating expenses that have not been allocated to the reportable segments, such as interest expense. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and the constant foreign currency exchange rates used for internal management reporting.

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 operating and non-operating expense items in Other rather than reflect such items in segment profit.

Segment results:

	Revenues
	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions	$	893.3	$	776.0	$	1,746.8	$	1,521.5
Global Technology and Operations	370.6		285.3		711.2		565.7
Foreign currency exchange	(4.3)		(6.4)		(5.5)		(14.9)
Total	$	1,259.6	$	1,054.9	$	2,452.5	$	2,072.3

	Earnings (Loss) before Income Taxes
	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions	$	58.8	$	40.9	$	141.2	$	93.3
Global Technology and Operations	34.4		48.6		53.1		118.5
Other	(39.7)		(17.3)		(61.2)		(63.2)
Foreign currency exchange	(1.7)		(2.9)		(3.1)		(5.7)
Total	$	51.9	$	69.4	$	130.1	$	143.0

The amount of amortization of acquired intangibles and purchased intellectual property by segment is as follows:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions	$	16.2	$	22.2	$	37.1	$	44.5
Global Technology and Operations	47.6		10.7		96.0		21.4
Other	—		0.4		—		0.7
Foreign currency exchange	(1.3)		(0.7)		(1.9)		(1.7)
Total	$	62.5	$	32.6	$	131.2	$	64.9

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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 and accompanying Notes thereto included elsewhere herein.

Overview

Broadridge, a Delaware corporation and a part of the S&P 500® Index, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers and corporate issuers. With over 50 years of experience, including over 10 years as an independent public company, we provide financial services firms with advanced, dependable, scalable and cost-effective integrated solutions and an important infrastructure that powers the financial services industry. Our solutions enable better financial lives by powering investing, governance and communications and help reduce the need for our clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities.

We operate our business in two reportable segments: Investor Communication Solutions and Global Technology and Operations.

Investor Communication Solutions

We provide the following governance and communications solutions through our Investor Communication Solutions business segment: Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions.

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® is our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies. We have implemented digital applications to make voting easier for retail investors. We also provide the distribution of regulatory reports, class action and corporate action/reorganization event information, as well as tax reporting solutions that help our clients meet their regulatory compliance needs.

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

In addition, we provide public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services, and shareholder data services. We also offer financial reporting document composition and management solutions, SEC disclosure and filing services, and registrar, stock transfer and record-keeping services through Broadridge Corporate Issuer Solutions.

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

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Global Technology and Operations

We are a leading global provider of business solutions for capital markets and wealth and investment management firms. We offer advanced solutions that automate firms’ transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, margin, cash management, clearance and settlement, asset servicing, reference data management, reconciliations, securities financing and collateral optimization, compliance and regulatory reporting, and portfolio accounting and custody-related services. In addition, we provide business process outsourcing services (“BPO”) that support the entire trade lifecycle operations of our buy- and sell-side clients’ businesses through a combination of our technology and our operations expertise.

For capital markets firms, we help our clients lower their costs and improve the effectiveness of their businesses across the front, middle and back office. Our core post-trade services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management and manage risk, thereby enabling them to focus on their core business activities. Provided on a software as a service (“SaaS”) basis within large user communities, our technology is a global solution, processing clearance and settlement in over 100 countries. Our multi-asset, multi-market, multi-entity and multi-currency solutions support real-time global trade processing of equity, fixed income, mutual fund, foreign exchange, and exchange-traded derivatives. With the recent acquisition of Itiviti Holding AB (“Itiviti”), we have strengthened our capabilities with a set of front-office trade order and execution management solutions, connectivity and network offerings which will integrate with our existing middle and back-office solutions.

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

We also offer buy-side technology solutions for the global investment management industry, including portfolio management, compliance and operational workflow solutions for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space.

Consolidation and Basis of Presentation

The Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). These Condensed Consolidated Financial Statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities. Intercompany balances and transactions have been eliminated. Amounts presented may not sum due to rounding.

Beginning with the first quarter of fiscal year 2022, the Company revised the foreign exchange rates used to present segment revenues, segment earnings (loss) before income taxes, and Closed sales, to further allocate the foreign exchange impact to the individual segment revenue and profit metrics. The presentation of segment revenues and earnings (loss) before income taxes for the prior periods provided has been changed to conform to the current period presentation. Total consolidated revenues and earnings before income taxes were not impacted.

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, 2021 in the 2021 Annual Report.

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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. The results of operations reported for the periods presented are not necessarily indicative of the results of operations for subsequent periods. 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 2021 Annual Report.

KEY PERFORMANCE INDICATORS

Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance. These performance indicators include Revenue and Recurring fee revenue as well as not generally accepted accounting principles measures (“Non-GAAP”) of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, Free Cash flow, and Closed sales. In addition, management focuses on select operating metrics specific to Broadridge of Record Growth and Internal Trade Growth, as defined below.

Refer to the section “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” for a reconciliation of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, and Free Cash flow to the most directly comparable GAAP measures, and an explanation for why these Non-GAAP metrics provide useful information to investors and how management uses these Non-GAAP metrics for operational and financial decision-making. Refer to the section “Results of Operations” for a description of Closed sales and an explanation of why Closed sales is a useful performance metric for management and investors.

Revenues

Revenues are primarily generated from fees for processing and distributing investor communications and fees for technology-enabled services and solutions. The Company monitors revenue in each of our two reportable segments as a key measure of success in addressing our clients’ needs. Fee revenues are derived from both recurring and event-driven activity. The level of recurring and event-driven activity the Company processes directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. Event-driven fee revenues are based on the number of special events and corporate transactions the Company processes. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven fee revenues. Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services as well as Matrix administrative services.

Recurring fee revenue growth represents the Company’s total annual fee revenue growth, less growth from event-driven fee revenues. We distinguish recurring fee revenue growth between organic and acquired:

•Organic – We define organic revenue as the recurring fee revenue generated from Net New Business and internal growth.

•Acquired – We define acquired revenue as the recurring fee revenue generated from acquired services in the first twelve months following the date of acquisition. This type of growth comes as a result of our strategy to purchase, integrate, and leverage the value of assets we acquire.

Revenues and Recurring fee revenue are useful metrics for investors in understanding how management measures and evaluates the Company’s ongoing operational performance. See “Results of Operations” as well as Note 3, “Revenue Recognition” to our Condensed Consolidated Financial Statements in this Form 10-Q.

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Record Growth and Internal Trade Growth

The Company uses select operating metrics specific to Broadridge of Record Growth and Internal Trade Growth in evaluating its business results and identifying trends affecting its business. Record Growth is defined as stock record growth and interim record growth which measure the estimated annual change in total positions eligible for equity proxy materials and mutual fund and exchange traded fund interim communications, respectively, for equities and mutual fund position data reported to Broadridge in both the current and prior year periods. Internal Trade Growth represents the estimated change in daily average trade volumes for Broadridge securities processing clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods. Record Growth and Internal Trade Growth are useful non-financial metrics for investors in understanding how management measures and evaluates Broadridge’s ongoing operational performance within its Investor Communication Solutions and Global Technology and Operations reportable segments, respectively.

The key performance indicators for the three and six months ended December 31, 2021, and 2020, are as follows:

	Select Operating Metrics
	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
Record Growth
Equity proxy	20	%	24	%	29	%	20	%
Mutual fund interims	12	%	5	%	13	%	8	%
Internal Trade Growth	1	%	24	%	1	%	17	%

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, 2021 compared to the three and six months ended December 31, 2020. The Analysis of Condensed Consolidated Statements of Earnings should be read in conjunction with the Analysis of Reportable Segments, which provides a more detailed discussion 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:

“Amortization of Acquired Intangibles and Purchased Intellectual Property” and “Acquisition and Integration Costs” represent certain non-cash amortization expenses associated with acquired intangible assets and purchased intellectual property assets, as well as certain transaction and integration costs associated with the Company’s acquisition activities, respectively.

“Real Estate Realignment and Covid-19 Related Expenses” represent costs associated with the Company's real estate realignment initiative, including lease exit and impairment charges and other facility exit costs, as well as certain expenses associated with the Covid-19 pandemic.

“Investment Gains” represents non-operating, non-cash gains on privately held investments.

“Software Charge” represents a charge related to an internal use software product that is no longer expected to be used.

“Net New Business” refers to recurring revenue from Closed sales less recurring revenue from client losses.

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.

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•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.

•Equity 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 revenues. As such, the timing and level of event-driven activity and its potential impact on revenues and earnings are 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, 2021, mutual fund proxy fee revenues were 120% greater compared to the six months ended December 31, 2020. During fiscal year 2021, mutual fund proxy fee revenues were 17% greater than the prior fiscal year. 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.

Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as Matrix administrative services.

Distribution cost of revenues consists primarily of postage-related expenses incurred in connection with our Investor Communication Solutions segment, as well as Matrix administrative services expenses. These costs are reflected in Cost of revenues.

Closed sales represent an estimate of the expected annual recurring fee revenue for new client contracts that were signed by Broadridge in the current reporting period. Closed sales does not include event-driven or distribution activity. We consider contract terms, expected client volumes or activity, knowledge of the marketplace and experience with our clients, among other factors, when determining the estimate. Management uses Closed sales to measure the effectiveness of our sales and marketing programs, as an indicator of expected future revenues and as a performance metric in determining incentive compensation.

Closed sales is not a measure of financial performance under GAAP, and should not be considered in isolation or as a substitute for revenue or other income statement data prepared in accordance with GAAP. Closed sales is a useful metric for investors in understanding how management measures and evaluates our ongoing operational performance.

The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as actual achieved Closed sales. Larger Closed sales can take up to 12 to 24 months or longer to convert to revenues, particularly for the services provided by our Global Technology and Operations segment. For the three and six months ended December 31, 2021 and for the fiscal year ended June 30, 2021, we reported Closed sales net of a 5.0% allowance adjustment. Consequently, our reported Closed sales amounts will not be adjusted for actual revenues achieved because these adjustments are estimated in the period the sale is reported. We assess this allowance amount at the end of each fiscal year to establish the appropriate allowance for the subsequent year using the trailing five years actual data as the starting point, normalized for outlying factors, if any, to enhance the accuracy of the allowance.

Closed sales for the three months ended December 31, 2021 were $82.7 million, an increase of $38.4 million or 87%, compared to $44.3 million for the three months ended December 31, 2020. Closed sales for the three months ended December 31, 2021 are net of an allowance adjustment of $4.4 million.

Closed sales for the six months ended December 31, 2021 were $112.6 million, an increase of $36.4 million or 48%, compared to $76.1 million for the six months ended December 31, 2020. Closed sales for the six months ended December 31, 2021 are net of an allowance adjustment of $5.9 million.

Recent Developments

The Covid-19 pandemic continues to persist throughout the world including the U.S., India, Canada, Europe and other locations where we operate. To date, the Covid-19 pandemic has negatively impacted the global economy, created significant financial market volatility, disrupted global supply chains, and resulted in a significant number of deaths and infections worldwide. In response, several countries worldwide have enacted fiscal stimulus packages while central banks have increased monetary stimulus, both designed to help mitigate the negative macroeconomic effects of Covid-19. In addition, several national, state and local governments continue to place restrictions on people from gathering in groups or interacting within a certain physical distance (i.e. social distancing) and they may also continue to place restrictions on businesses, limit operations or mandate that people stay at home.

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The safety and well-being of our associates and our ability to fulfill our client service commitments are our highest priorities. After addressing the initial surge of the Covid-19 pandemic, we are now focused on running our business effectively in the new work from home paradigm while preparing for a more flexible workplace model in the future. Accordingly, the Company has taken several measures and expect to take further actions designed to protect the health of our employees and to minimize our operational disruption and resulting provision of services to our clients from the Covid-19 pandemic, including adopting masking, social distancing and cleaning measures in our production facilities. We are compliant with applicable federal, state and local Covid-19 rules, restrictions, orders and guidance, and are promoting vaccination among our associates.

In fiscal year 2022 to date, there has not been a material impact as a result of Covid-19 on our consolidated revenues and pre-tax income. In addition, all of our production-related facilities remain operational and are continuing to provide ongoing services to our clients. Further, we have not experienced any significant supply-chain issues as our critical vendors have also remained operational and continue to meet their on-going service level requirements. We continue to engage with our clients to assist with their service demands, including our clients’ needs for any supplemental operational services and/or changes to existing service requirements in response to the Covid-19 pandemic.

Notwithstanding the foregoing, we are unable to precisely predict the impact that Covid-19 will have in the future due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, actions that may be taken by governmental authorities, the impact to the business of our clients, and other factors identified in Part I, Item 1A. “Risk Factors” in our 2021 Annual Report. Given these uncertainties, Covid-19 could disrupt the business of certain of our clients, decrease our clients’ demand for our services, impact our business operations and our ability to execute on our associated business strategies and initiatives, and adversely impact our consolidated results of operations and/or our financial condition in the future. We will continue to closely monitor and evaluate the nature and extent of the impact of Covid-19 to our business, consolidated results of operations, and financial condition.

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Analysis of Condensed Consolidated Statements of Earnings

Three Months Ended December 31, 2021 versus Three Months Ended December 31, 2020

The table below presents Condensed Consolidated Statements of Earnings data for the three months ended December 31, 2021 and 2020, and the dollar and percentage changes between periods:

	Three Months Ended   December 31,
							Change
	2021			2020			$		%
	(in millions, except per share amounts)
Revenues	$	1,259.6		$	1,054.9		$	204.6	19
Cost of revenues	978.4			806.5			172.0		21
Selling, general and administrative expenses	212.3			169.0			43.3		26
Total operating expenses	1,190.7			975.5			215.3		22
Operating income	68.9			79.5			(10.6)		(13)
Margin	5.5		%	7.5		%
Interest expense, net	(21.4)			(11.1)			(10.3)		93
Other non-operating income, net	4.4			1.0			3.4		NM
Earnings before income taxes	51.9			69.4			(17.5)		(25)
Provision for income taxes	4.7			13.1			(8.4)		(64)
Effective tax rate	9.1		%	18.9		%
Net earnings	$	47.2		$	56.3		$	(9.1)	(16)
Basic earnings per share	$	0.40		$	0.49		$	(0.09)	(18)
Diluted earnings per share	$	0.40		$	0.48		$	(0.08)	(17)
Weighted-average shares outstanding:
Basic	116.6			115.7
Diluted	118.7			117.8

NM - Not meaningful

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Revenues

The table below presents Condensed Consolidated Statements of Earnings data for the three months ended December 31, 2021 and 2020, and the dollar and percentage changes between periods:

	Three Months Ended   December 31,
					Change
	2021		2020		$		%
	($ in millions)
Recurring fee revenues	$	797.6	$	672.6	$	125.0	19
Event-driven fee revenues	64.7		44.9		19.9		44
Distribution revenues	401.5		343.8		57.7		17
Foreign currency exchange	(4.3)		(6.4)		2.1		(33)
Total	$	1,259.6	$	1,054.9	$	204.6	19
	Points of Growth
	Net New Business		Internal Growth		Acquisitions		Total
Recurring fee revenue Growth Drivers	6pts		4pts		9pts		19	%

Revenues increased $204.6 million, or 19%, to $1,259.6 million from $1,054.9 million.

•Recurring fee revenues increased $125.0 million driven by 6 pts of growth from onboarding of new business and 4 pts from internal growth. Growth from acquisitions was 9 pts, most notably from our recent Itiviti acquisition which closed in May 2021.

•Event-driven fee revenues increased $19.9 million primarily due to increased mutual fund proxy activity and mutual fund communications.

•Distribution revenues increased $57.7 million primarily due to the increase in customer communication mailings and the recent postage rate increase.

Total operating expenses. Operating expenses increased $215.3 million, or 22%, to $1,190.7 million from $975.5 million as a result of an increase in both cost of revenues and selling, general and administrative expenses:

•Cost of revenues - The increase of $172.0 million in cost of revenues primarily reflects (i) the impact of higher amortization expense from acquired intangible assets, (ii) higher distribution expenses, including the impact of the recent postage rate increase, and (iii) higher operating costs from acquisitions.

•Selling, general and administrative expenses - The increase of $43.3 million in selling, general, and administrative expenses primarily reflects (i) the impact of acquisitions, and (ii) higher professional services fees.

Interest expense, net. Interest expense, net was $21.4 million, an increase of $10.3 million, from $11.1 million for the three months ended December 31, 2020. The increase of $10.3 million was due to an increase in debt outstanding related to the May 2021 acquisition of Itiviti.

Other non-operating income, net. Other non-operating income, net for the three months ended December 31, 2021 was $4.4 million, compared to other non-operating income, net of $1.0 million for the three months ended December 31, 2020. The increased income of $3.4 million was primarily due to higher net gains on investments in the current year period.

Provision for income taxes.

•Effective tax rate for the three months ended December 31, 2021: 9.1%

•Effective tax rate for the three months ended December 31, 2020: 18.9%

The decrease in the effective tax rate for the three months ended December 31, 2021 was driven by higher total discrete tax items, inclusive of the excess tax benefits related to equity compensation, compared to the prior year period.

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Six Months Ended December 31, 2021 versus Six Months Ended December 31, 2020

The table below presents Condensed Consolidated Statements of Earnings data for the six months ended December 31, 2021 and 2020, and the dollar and percentage changes between periods:

	Six Months Ended   December 31,
							Change
	2021			2020			$		%
	(in millions, except per share amounts)
Revenues	$	2,452.5		$	2,072.3		$	380.1	18
Cost of revenues	1,892.5			1,593.5			299.0		19
Selling, general and administrative expenses	387.8			320.7			67.1		21
Total operating expenses	2,280.3			1,914.3			366.1		19
Operating income	172.1			158.1			14.1		9
Margin	7.0		%	7.6		%
Interest expense, net	(44.0)			(25.6)			(18.5)		72
Other non-operating income, net	2.0			10.5			(8.5)		(81)
Earnings before income taxes	130.1			143.0			(12.9)		(9)
Provision for income taxes	15.7			20.9			(5.2)		(25)
Effective tax rate	12.1		%	14.6		%
Net earnings	$	114.4		$	122.1		$	(7.7)	(6)
Basic earnings per share	$	0.98		$	1.06		$	(0.08)	(8)
Diluted earnings per share	$	0.97		$	1.04		$	(0.07)	(7)
Weighted average shares outstanding:
Basic	116.4			115.5
Diluted	118.5			117.6

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Revenues

The table below presents Condensed Consolidated Statements of Earnings data for the six months ended December 31, 2021 and 2020, and the dollar and percentage changes between periods:

	Six Months Ended   December 31,
					Change
	2021		2020		$		%
	($ in millions)
Recurring fee revenues	$	1,548.5	$	1,322.2	$	226.2	17
Event-driven fee revenues	141.1		90.0		51.0		57
Distribution revenues	768.4		675.0		93.4		14
Foreign currency exchange	(5.5)		(14.9)		9.4		(63)
Total	$	2,452.5	$	2,072.3	$	380.1	18
	Points of Growth
	Net New Business		Internal Growth		Acquisitions		Total
Recurring fee revenue Growth Drivers	5pts		3pts		9pts		17	%

Revenues increased $380.1 million, or 18%, to $2,452.5 million from $2,072.3 million.

•Recurring fee revenues increased $226.2 million driven by 5 pts of growth from onboarding of new business and 3 pts from internal growth. Growth from acquisitions was 9 pts, most notably from our recent Itiviti acquisition which closed in May 2021.

•Event-driven fee revenues increased $51.0 million primarily due to increased mutual fund proxy activity.

•Distribution revenues increased $93.4 million primarily due to the increase in customer communication mailings and the recent postage rate increase.

Total operating expenses. Operating expenses increased $366.1 million, or 19%, to $2,280.3 million from $1,914.3 million as a result of an increase in both cost of revenues and selling, general and administrative expenses:

•Cost of revenues - The increase of $299.0 million in cost of revenues primarily reflects (i) the impact of higher amortization expense from acquired intangible assets (ii) higher distribution expenses, including the impact of the recent postage rate increase, and (iii) higher operating costs from acquisitions, partially offset by (iv) the absence of the real estate realignment charge that occurred in the prior year period.

•Selling, general and administrative expenses - The increase of $67.1 million in selling, general and administrative expenses primarily reflects (i) the impact of acquisitions, and (ii) higher professional services fees.

Interest expense, net. Interest expense, net was $44.0 million, an increase of $18.5 million, from $25.6 million for the six months ended December 31, 2020. The increase of $18.5 million was due to an increase in debt outstanding related to the May 2021 acquisition of Itiviti.

Other non-operating income, net. Other non-operating income, net for the six months ended December 31, 2021 was $2.0 million, compared to other non-operating income, net of $10.5 million for the six months ended December 31, 2020. The decrease of $8.5 million was primarily due to lower net gains on investments in the current year period as compared to the prior year period.

Provision for income taxes.

•Effective tax rate for the six months ended December 31, 2021: 12.1%

•Effective tax rate for the six months ended December 31, 2020: 14.6%

The decrease in the effective tax rate for the six months ended December 31, 2021 was driven by higher total discrete tax items, inclusive of the excess tax benefits related to equity compensation, compared to the prior year period.

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Analysis of Reportable Segments

Broadridge has two reportable segments: (1) Investor Communication Solutions and (2) Global Technology and Operations.

The primary component of “Other” are certain gains, losses, corporate overhead expenses and non-operating expenses that have not been allocated to the reportable segments, such as interest expense. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and the constant foreign currency exchange rates used for internal management reporting.

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 operating and non-operating expense items in Other rather than reflect such items in segment profit.

Revenues

	Three Months Ended   December 31,							Six Months Ended   December 31,
					Change							Change
	2021		2020		$		%	2021		2020		$		%
	($ in millions)
Investor Communication Solutions	$	893.3	$	776.0	$	117.3	15	$	1,746.8	$	1,521.5	$	225.3	15
Global Technology and Operations	370.6		285.3		85.2		30	711.2		565.7		145.4		26
Foreign currency exchange	(4.3)		(6.4)		2.1		(33)	(5.5)		(14.9)		9.4		(63)
Total	$	1,259.6	$	1,054.9	$	204.6	19	$	2,452.5	$	2,072.3	$	380.1	18

Earnings Before Income Taxes

	Three Months Ended   December 31,							Six Months Ended   December 31,
					Change							Change
	2021		2020		$		%	2021		2020		$		%
	($ in millions)
Investor Communication Solutions	$	58.8	$	40.9	$	17.9	44	$	141.2	$	93.3	$	47.9	51
Global Technology and Operations	34.4		48.6		(14.2)		(29)	53.1		118.5		(65.4)		(55)
Other	(39.7)		(17.3)		(22.4)		129	(61.2)		(63.2)		2.0		(3)
Foreign currency exchange	(1.7)		(2.9)		1.2		(41)	(3.1)		(5.7)		2.6		(46)
Total	$	51.9	$	69.4	$	(17.5)	(25)	$	130.1	$	143.0	$	(12.9)	(9)

The amount of amortization of acquired intangibles and purchased intellectual property by segment is as follows:

	Three Months Ended   December 31,							Six Months Ended   December 31,
					Change							Change
	2021		2020		$		%	2021		2020		$		%
	($ in millions)
Investor Communication Solutions	$	16.2	$	22.2	$	(6.0)	(27)	$	37.1	$	44.5	$	(7.4)	(17)
Global Technology and Operations	47.6		10.7		36.9		NM	96.0		21.4		74.6		NM
Other	—		0.4		(0.4)		(100)	—		0.7		(0.7)		(100)
Foreign currency exchange	(1.3)		(0.7)		(0.6)		86	(1.9)		(1.7)		(0.2)		12
Total	$	62.5	$	32.6	$	29.9	92	$	131.2	$	64.9	$	66.3	102

NM - Not meaningful

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Investor Communication Solutions

Revenues for the three months ended December 31, 2021 increased $117.3 million to $893.3 million from $776.0 million, and earnings before income taxes increased $17.9 million to $58.8 million from $40.9 million.

Revenues for the six months ended December 31, 2021 increased $225.3 million to $1,746.8 million from $1,521.5 million, and earnings before income taxes increased $47.9 million to $141.2 million from $93.3 million.

	Three Months Ended   December 31,										Six Months Ended   December 31,
							Change										Change
	2021			2020			$		%		2021			2020			$		%
	($ in millions)
Revenues
Recurring fee revenues	$	427.1		$	387.3		$	39.7	10		$	837.3		$	756.5		$	80.8	11
Event-driven fee revenues	64.7			44.9			19.9		44		141.1			90.0			51.0		57
Distribution revenues	401.5			343.8			57.7		17		768.4			675.0			93.4		14
Total	$	893.3		$	776.0		$	117.3	15		$	1,746.8		$	1,521.5		$	225.3	15
Earnings Before Income Taxes
Earnings before income taxes	$	58.8		$	40.9		$	17.9	44		$	141.2		$	93.3		$	47.9	51
Pre-tax Margin	6.6		%	5.3		%					8.1		%	6.1		%
	Points of Growth										Points of Growth
	Net New Business			Internal Growth			Acquisitions		Total		Net New Business			Internal Growth			Acquisitions		Total
Recurring fee revenue Growth Drivers	6pts			4pts			0pts		10	%	6pts			5pts			0pts		11	%

For the three months ended December 31, 2021:

•Recurring fee revenues grew 10% driven by Net New Business and Internal Growth. Internal Growth benefited from higher volume of mutual fund and exchange-traded fund communications.

•Event-driven fee revenues grew 44% primarily due to increased mutual fund proxy activity and mutual fund communications.

•Higher distribution revenues resulted primarily due to an increase in customer communication mailings and the recent postage rate increase.

•The earnings increase was primarily due to the increase in recurring and event-driven fee revenues. Pre-tax margins increased by 1.3 percentage points to 6.6% from 5.3%. Amortization expense from acquired intangibles decreased by $6.0 million to $16.2 million in the second quarter of fiscal year 2022 from $22.2 million in the prior period.

For the six months ended December 31, 2021:

•Recurring fee revenues grew 11% driven by Net New Business and Internal Growth. Internal Growth benefited from higher volume of mutual fund and exchange-traded fund communications and equity proxy.

•Event-driven fee revenues grew 57% primarily due to increased mutual fund proxy activity.

•Higher distribution revenues resulted primarily due to an increase in customer communication mailings and the recent postage rate increase.

•The earnings increase was primarily due to the increase in recurring and event-driven fee revenues. Pre-tax margins increased by 2.0 percentage points to 8.1% from 6.1%. Amortization expense from acquired intangibles decreased by $7.4 million to $37.1 million in the six months ended December 31, 2021 from $44.5 million in the prior period.

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Global Technology and Operations

Revenues for the three months ended December 31, 2021 increased $85.2 million to $370.6 million from $285.3 million, and earnings before income taxes decreased $14.2 million to $34.4 million from $48.6 million.

Revenues for the six months ended December 31, 2021 increased $145.4 million to $711.2 million from $565.7 million, and earnings before income taxes decreased $65.4 million to $53.1 million from $118.5 million.

	Three Months Ended   December 31,										Six Months Ended   December 31,
							Change										Change
	2021			2020			$		%		2021			2020			$		%
	($ in millions)
Revenues
Recurring fee revenues	$	370.6		$	285.3		$	85.2	30		$	711.2		$	565.7		$	145.4	26
Earnings Before Income Taxes
Earnings before income taxes	$	34.4		$	48.6		$	(14.2)	(29)		$	53.1		$	118.5		$	(65.4)	(55)
Pre-tax Margin	9.3		%	17.0		%					7.5		%	20.9		%
	Points of Growth										Points of Growth
	Net New Business			Internal Growth			Acquisitions		Total		Net New Business			Internal Growth			Acquisitions		Total
Recurring fee revenue Growth Drivers	4pts			4pts			22pts		30	%	4pts			1pt			21pt		26	%

For the three months ended December 31, 2021:

•Recurring fee revenues increased $85.2 million, or 30%, to $370.6 million. The growth was driven by 22pts of growth from acquisitions, primarily Itiviti, as well as 8 pts of organic growth from onboarding of new clients and higher license revenues.

•The earnings decrease was driven by increased amortization of acquired intangibles and increased expenditures to implement and support new business, partially offset by contribution from higher recurring revenues. Pre-tax margins decreased by 7.7 percentage points to 9.3% from 17.0%. Amortization expense from acquired intangibles increased by $36.9 million to $47.6 million in the second quarter of fiscal year 2022 from $10.7 million in the prior year period primarily as a result of the Itiviti acquisition.

For the six months ended December 31, 2021:

•Recurring fee revenues increased $145.4 million, or 26%, to $711.2 million. The growth was driven by 21pts of growth from acquisitions, primarily Itiviti, as well as 5 pts of organic growth mainly from onboarding of new clients.

•The earnings decrease was driven by increased amortization of acquired intangibles and increased expenditures to implement and support new business, partially offset by contribution from higher recurring revenues. Pre-tax margins decreased by 13.4 percentage points to 7.5% from 20.9%. Amortization expense from acquired intangibles increased by $74.6 million to $96.0 million in the first six months of fiscal year 2022 from $21.4 million in the prior year period primarily as a result of the Itiviti acquisition.

Other

Loss before income taxes was $39.7 million for the three months ended December 31, 2021, an increase of $22.4 million compared to $17.3 million for the three months ended December 31, 2020.

•The increased loss before income taxes was primarily due to (i) higher interest expense due to an increase in average debt outstanding and (ii) higher spend on technology and other initiatives.

Loss before income taxes was $61.2 million for the six months ended December 31, 2021, a decrease of $2.0 million compared to $63.2 million for the six months ended December 31, 2020.

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•The decreased loss before income taxes was primarily due to (i) the absence of the real estate realignment charge that occurred in the prior year period in which the Company recorded lease and other facility exit costs of $31.7 million, partially offset by (ii) higher interest expense due to an increase in average debt outstanding, and (iii) higher spend on technology and other initiatives.

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

The Company’s results in this Quarterly Report on Form 10-Q are presented in accordance with U.S. GAAP except where otherwise noted. In certain circumstances, Non-GAAP results have been presented. These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, and Free cash flow. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.

The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.

Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share

These Non-GAAP measures reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, each as adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, (ii) Acquisition and Integration Costs, (iii) Real Estate Realignment and Covid-19 Related Expenses, (iv) Investment Gains, and (v) Software Charge. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company's acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. Real Estate Realignment and Covid-19 Related Expenses represent costs associated with the Company’s real estate realignment initiative, including lease exit and impairment charges and other facility exit costs, as well as certain expenses associated with the Covid-19 pandemic. Investment Gains represent non-operating, non-cash gains on privately held investments. Software Charge represents a charge related to an internal use software product that is no longer expected to be used.

We exclude Acquisition and Integration Costs, Real Estate Realignment and Covid-19 Related Expenses, Investment Gains, and the Software Charge from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance. We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.

Free Cash Flow

In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities plus Proceeds from asset sales, less Capital expenditures as well as Software purchases and capitalized internal use software.            

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Set forth below is a reconciliation of such Non-GAAP measures to the most directly comparable GAAP measures (unaudited):

	Three Months Ended   December 31,						Six Months Ended   December 31,
	2021			2020			2021			2020
	(in millions)
Operating income (GAAP)	$	68.9		$	79.5		$	172.1		$	158.1
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property	62.5			32.6			131.2			64.9
Acquisition and Integration Costs	7.8			0.7			10.7			2.4
Real Estate Realignment and Covid-19 Related Expenses	1.7			5.8			3.5			37.8
Software Charge	—			—			—			6.0
Adjusted Operating income (Non-GAAP)	$	140.8		$	118.6		$	317.5		$	269.1
Operating income margin (GAAP)	5.5		%	7.5		%	7.0		%	7.6		%
Adjusted Operating income margin (Non-GAAP)	11.2		%	11.2		%	12.9		%	13.0		%

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Net earnings (GAAP)	$	47.2	$	56.3	$	114.4	$	122.1
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property	62.5		32.6		131.2		64.9
Acquisition and Integration Costs	7.8		0.7		10.7		2.4
Real Estate Realignment and Covid-19 Related Expenses	1.7		5.8		3.5		37.8
Investment Gains	(7.5)		—		(7.5)		(8.7)
Software Charge	—		—		—		6.0
Subtotal of adjustments	64.4		39.1		137.8		102.3
Tax impact of adjustments (a)	(14.3)		(9.5)		(28.7)		(24.1)
Adjusted Net earnings (Non-GAAP)	$	97.3	$	85.9	$	223.5	$	200.3

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
Diluted earnings per share (GAAP)	$	0.40	$	0.48	$	0.97	$	1.04
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property	0.53		0.28		1.11		0.55
Acquisition and Integration Costs	0.07		0.01		0.09		0.02
Real Estate Realignment and Covid-19 Related Expenses	0.01		0.05		0.03		0.32
Investment Gains	(0.06)		—		(0.06)		(0.07)
Software Charge	—		—		—		0.05
Subtotal of adjustments	0.54		0.33		1.16		0.87
Tax impact of adjustments (a)	(0.12)		(0.08)		(0.24)		(0.21)
Adjusted earnings per share (Non-GAAP)	$	0.82	$	0.73	$	1.89	$	1.70

(a) Calculated using the GAAP effective tax rate, adjusted to exclude $7.1 million and $11.5 million of excess tax benefits associated with stock-based compensation for the three and six months ended December 31, 2021, respectively, and $3.6

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million and $12.8 million of excess tax benefits associated with stock-based compensation for the three and six months ended December 31, 2020, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

	Six Months Ended   December 31,
	2021		2020
	(in millions)
Net cash flows (used in) provided by operating activities (GAAP)	$	(94.6)	$	83.3
Capital expenditures and Software purchases and capitalized internal use software	(29.2)		(50.8)
Proceeds from asset sales	—		18.0
Free cash flow (Non-GAAP)	$	(123.8)	$	50.5

Financial Condition, Liquidity and Capital Resources

Cash and cash equivalents consisted of the following:

	December 31, 2021		June 30, 2021
	(in millions)
Cash and cash equivalents:
Domestic cash	$	72.5	$	40.9
Cash held by foreign subsidiaries	153.8		159.8
Cash held by regulated entities	54.8		73.8
Total cash and cash equivalents	$	281.2	$	274.5

At December 31, 2021, Cash and cash equivalents were $281.2 million and Total stockholders’ equity was $1,748.1 million. At the current time, and in future periods, we expect cash generated by our operations, together with existing cash, cash equivalents, 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. Given the volatility in the rapidly changing market and economic conditions related to the Covid-19 pandemic, we will continue to evaluate the nature and extent of the impact of the Covid-19 pandemic on our business and financial position.

We expect existing domestic cash, cash equivalents, cash flows from operations and borrowing capacity to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as regular quarterly dividends, debt repayment schedules, and material capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. In addition, we expect existing foreign cash, cash equivalents, cash flows from operations and borrowing capacity to continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. If these funds are needed for our operations in the U.S., we may be required to pay additional foreign taxes to repatriate these funds. However, while we may do so at a future date, the Company does not need to repatriate future foreign earnings to fund U.S. operations.

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

	Expiration Date	Principal amount outstanding at December 31, 2021		Carrying value at December 31, 2021		Carrying value at June 30, 2021		Unused Available Capacity		Fair Value at December 31, 2021
				(in millions)
Long-term debt
Fiscal 2021 Revolving Credit Facility:
U.S. dollar tranche	April 2026	$	305.0	$	305.0	$	20.0	$	795.0	$	305.0
Multicurrency tranche	April 2026	76.0		76.0		94.4		324.0		76.0
Total Revolving Credit Facility		381.0		381.0		114.4		1,119.0		381.0
Fiscal 2021 Term Loans	May 2024	1,550.0		1,544.6		1,543.4		—		1,550.0
Fiscal 2016 Senior Notes	June 2026	500.0		497.0		496.7		—		534.2
Fiscal 2020 Senior Notes	December 2029	750.0		743.0		742.5		—		775.6
Fiscal 2021 Senior Notes	May 2031	1,000.0		991.1		990.6		—		1,007.9
Total Senior Notes		2,250.0		2,231.1		2,229.8		—		2,317.7
Total debt		$	4,181.0	$	4,156.6	$	3,887.6	$	1,119.0	$	4,248.7

Future principal payments on our outstanding debt are as follows:

Years ending June 30,	2022		2023		2024		2025		2026		Thereafter		Total
(In millions)	$	—	$	—	$	1,550.0	$	—	$	881.0	$	1,750.0	$	4,181.0

The Company has a $1.5 billion five-year revolving credit facility (the “Fiscal 2021 Revolving Credit Facility”), which is comprised of a $1.1 billion U.S. dollar tranche and a $400.0 million multicurrency tranche. Under the Fiscal 2021 Revolving Credit Facility, revolving loans denominated in U.S. Dollars, Canadian Dollars, Euro, Yen, and Swedish Kronor initially bear interest at LIBOR, CDOR, EURIBOR, TIBOR and STIBOR, respectively, plus 1.015% per annum (subject to step-ups to 1.175% and step-downs to 0.805% based on ratings) and revolving loans denominated in Sterling initially bear interest at SONIA plus 1.0476% per annum (subject to step-ups to 1.2076% and step-downs to 0.8376% based on ratings). The Fiscal 2021 Revolving Credit Facility also has an annual facility fee equal to 11.0 basis points on the entire facility (subject to step-ups to 20.0 basis points and step-downs to 7.0 basis points based on ratings).

In March 2021, the Company entered into a term credit agreement, as amended on December 23, 2021, (“Term Credit Agreement”) providing for term loan commitments in an aggregate principal amount of $2.55 billion, comprised of a $1.0 billion tranche (“Tranche 1”) and a $1.55 billion tranche (“Tranche 2,” together with Tranche 1, the “Fiscal 2021 Term Loans”). The Tranche 1 Loans were repaid in full in May 2021. The Tranche 2 Loans will mature in May 2024 on the third anniversary of the Funding Date. The proceeds of the Fiscal 2021 Term Loans were used by the Company to solely finance the Itiviti acquisition and pay certain fees and expenses in connection therewith. Interest on the outstanding portion of the Fiscal 2021 Term Loans bears interest at LIBOR plus 0.875% per annum (subject to step-ups to LIBOR plus 1.250% or a step-down to LIBOR plus 0.750% based on ratings).

In June 2016, the Company completed an offering of $500.0 million in aggregate principal amount of senior notes (the “Fiscal 2016 Senior Notes”). Interest on the Fiscal 2016 Senior Notes is payable semiannually on June 27 and December 27 of each year based on a fixed per annum rate equal to 3.40%. In December 2019, the Company completed an offering of $750.0 million in aggregate principal amount of senior notes (the “Fiscal 2020 Senior Notes”). Interest on the Fiscal 2020 Senior Notes is payable semiannually on June 1 and December 1 of each year based on a fixed per annum rate equal to 2.90%. In May 2021, the Company completed an offering of $1.0 billion in aggregate principal amount of senior notes (the “Fiscal 2021 Senior Notes”). Interest on the Fiscal 2021 Senior Notes is payable semi-annually in arrears on May 1 and November 1 of each year based on a fixed per annum rate equal to 2.60%.

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The Fiscal 2021 Revolving Credit Facility, Fiscal 2021 Term Loans, Fiscal 2016 Senior Notes, Fiscal 2020 Senior Notes and Fiscal 2021 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.

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.

Please refer to Note 10, “Borrowings” to our Condensed Consolidated Financial Statements in Item 1. of Part I of this Quarterly Report on Form 10-Q for a more detailed discussion.

Cash Flows

	Six Months Ended   December 31,
					Change
	2021		2020		$
	(in millions)
Net cash flows (used in) provided by operating activities	$	(94.6)	$	83.3	$	(178.0)
Net cash flows used in investing activities	(53.9)		(43.9)		(10.0)
Net cash flows provided by (used in) financing activities	159.2		(156.6)		315.8
Effect of exchange rate changes on Cash and cash equivalents	(4.1)		6.2		(10.3)
Net change in Cash and cash equivalents	$	6.6	$	(111.0)	$	117.6
Free cash flow:
Net cash flows (used in) provided by operating activities (GAAP)	$	(94.6)	$	83.3	$	(178.0)
Capital expenditures and Software purchases and capitalized internal use software	(29.2)		(50.8)		21.6
Proceeds from asset sales	—		18.0		(18.0)
Free cash flow (Non-GAAP)	$	(123.8)	$	50.5	$	(174.3)

The increase in cash used in operating activities of $178.0 million in the six months ended December 31, 2021, as compared to the six months ended December 31, 2020, was primarily due to higher cash used in working capital and increased scaling of client-related platform implementation and development as compared to the prior year period.

The increase in cash used in investing activities of $10.0 million in the six months ended December 31, 2021, as compared to the six months ended December 31, 2020, primarily reflects higher acquisition activity and the absence of the $18 million in proceeds from asset sales which occurred in the prior year period, partially offset by lower capital expenditures.

The increase in cash provided by financing activities of $315.8 million in the six months ended December 31, 2021, as compared to the six months ended December 31, 2020, primarily reflects higher borrowings net of repayments in the current year period as compared to the prior year period.

Seasonality

Processing and distributing proxy materials and annual reports to investors 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 third and fourth fiscal quarters. The recurring periodic activity of this business is linked to significant filing deadlines imposed by law on public reporting companies. This has caused our revenues, operating income, net earnings, and cash flows from operating activities to be higher in our third and fourth fiscal quarters. Notwithstanding, 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.

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Contractual Obligations

Data Center Agreements

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 provided certain aspects of the Company’s information technology infrastructure. Under the IT Services Agreement, IBM provided a broad range of technology services to the Company including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services. The migration of data center processing to IBM was completed in August 2012. In December 2019, the Company and IBM amended and restated the IT Services Agreement (the “Amended IT Services Agreement”), which now expires on June 30, 2027. The Company has the option of incorporating additional services into the Amended IT Services Agreement over time. The Company may renew the term of the Amended IT Services Agreement for up to one additional 12-month period. On July 28, 2021, the Company entered into a novation agreement with IBM (the “U.S. Novation Agreement”) pursuant to which IBM novated the Amended IT Services Agreement to Kyndryl, Inc., an entity formed in connection with IBM’s spin-off of its managed infrastructure services business (“Kyndryl”), effective September 1, 2021. Fixed minimum commitments remaining under the Amended IT Services Agreement at December 31, 2021 are $169.7 million through fiscal year 2027, the final year of the Amended IT Services Agreement.

In December 2019, the Company and IBM entered into an information technology agreement for private cloud services (the “Private Cloud Agreement”) under which IBM will operate, manage and support the Company’s private cloud global distributed platforms and products, and operate and manage certain Company networks. The Private Cloud Agreement has an initial term of approximately 10 years and three months, expiring on March 31, 2030. As a result of the Private Cloud Agreement, the Company transferred certain of its employees in April 2020 to IBM and its affiliates, and that such transferred employees are expected to continue providing services to the Company on behalf of IBM under the Private Cloud Agreement. Pursuant to the Private Cloud Agreement, the Company agreed to transfer the ownership of certain Company-owned hardware (the “Hardware”) located at Company facilities worldwide to IBM. The transfer of the Hardware and Maintenance Contracts to IBM closed on September 30, 2020 for a selling price of $18.0 million. On July 28, 2021, IBM novated the Private Cloud Agreement to Kyndryl, effective September 1, 2021, pursuant to the U.S. Novation Agreement. Fixed minimum commitments remaining under the Private Cloud Agreement at December 31, 2021 are $191.0 million through March 31, 2030, the final year of the contract.

In March 2014, the Company and IBM United Kingdom Limited (“IBM UK”) entered into an Information Technology Services Agreement (the “EU IT Services Agreement”), under which IBM UK provides data center services supporting the Company’s technology outsourcing services for certain clients in Europe and Asia. The EU IT Services Agreement would have expired in October 2023. In December 2019, the Company amended the existing EU IT Services Agreement whereby the Company will migrate from the existing dedicated on-premises solution to a managed Broadridge private cloud environment provided by IBM, as well as extended the term of the EU IT Services Agreement to June 2029 (the “Amended EU IT Services Agreement”). The Company has the right to renew the term of the Amended EU IT Services Agreement for up to one additional 12-month period or one additional 24-month period. On August 19, 2021, the Company entered into a novation agreement with IBM UK pursuant to which IBM UK novated the EU IT Services Agreement to Kyndryl UK Limited, effective September 1, 2021. Fixed minimum commitments remaining under the Amended EU IT Services Agreement at December 31, 2021 are $30.5 million through fiscal year 2029, the final year of the contract.

Cloud Services Resale Agreement

On December 31, 2021, the Company and Presidio Networked Solutions LLC (“Presidio”), a reseller of services of Amazon Web Services, Inc. and its affiliates (collectively, “AWS”), entered into an Order Form and AWS Private Pricing Addendum, dated December 31, 2021 (the “Order Form”), to the Cloud Services Resale Agreement, dated December 15, 2017, as amended (together with the Order Form, the “AWS Cloud Agreement”), whereby Presidio will resell to the Company certain public cloud infrastructure and related services provided by AWS for the operation, management and support of the Company’s cloud global distributed platforms and products. The AWS Cloud Agreement expires on December 31, 2026. Fixed minimums remaining under the AWS Cloud Agreement at December 31, 2021 are $250.0 million through December 31, 2026.

The Company has an equity method investment that is a variable interest in a variable interest entity, the Company is not the primary beneficiary and therefore does not consolidate the investee. The Company’s potential maximum loss exposure related to its unconsolidated investments in this variable interest entity totaled $33.5 million as of December 31, 2021, which represents the carrying value of the Company's investments.

In addition, as of December 31, 2021, the Company also has a future commitment to fund $1.5 million to one of the Company’s other investees.

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Other Commercial Agreements

Certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks. There were no outstanding borrowings under these lines of credit at December 31, 2021.

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 was not a party to any outstanding derivative financial instruments at December 31, 2021 and June 30, 2021. In March 2021, the Company entered into a derivative instrument designed to mitigate the Company’s exposure to the impact of changes in interest rates on the Fiscal 2021 Senior Notes.

The Company executed a forward treasury lock agreement (“Treasury Lock”), designated as a cash flow hedge, in the aggregate notional amount of $1.0 billion to manage exposure to fluctuations in the benchmark interest rate associated with the Fiscal 2021 Senior Notes, which were used to pay down a portion of the Term Credit Agreement associated with the Itiviti acquisition. Accordingly, changes in the fair value of the Treasury Lock were recorded as part of Other comprehensive income (loss), net each period up to when the Treasury Lock was settled. In May 2021, the Treasury Lock was settled for a pre-tax loss of $11.0 million, after which the final settlement loss will be amortized into Interest expense, net ratably over the ten year term of the Fiscal 2021 Senior Notes. The expected amount of the existing loss that will be amortized into earnings before income taxes within the next twelve months is approximately $1.1 million.

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 Condensed Consolidated 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.

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Table of Contents

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the quantitative and qualitative disclosures about market risk previously disclosed in Item 7A of our 2021 Annual Report.

Item 4.    CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021. The Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 2021 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 Chief Executive Officer and our Chief 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, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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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 risk set forth below and 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 2021 Annual Report. 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. There have been no material changes to the risk factors we have disclosed in the “Risk Factors” section of our 2021 Annual Report.

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, 2021:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
October 1, 2021 - October 31, 2021	2,619	$	166.02	—	9,586,545
November 1, 2021 - November 30, 2021	1,965	177.24		—	9,586,545
December 1, 2021 - December 31, 2021	4,895	177.24		—	9,586,545
Total	9,479	$	174.14	—

_____________

(1)Represents shares purchased from employees to pay taxes related to the vesting of restricted stock units.

(2)During the fiscal quarter ended December 31, 2021, the Company did not repurchase shares of common stock under its share repurchase program. At December 31, 2021, the Company had 9.6 million shares available for repurchase under its share repurchase program. Any share repurchases will be made in the open market or privately negotiated transactions in compliance with applicable legal requirements and other factors.

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Item 6.    EXHIBITS

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

10.1	First Amendment dated as of December 23, 2021 to the Term Credit Agreement dated as of March 27, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2	First Amendment dated as of December 23, 2021 to the Amended and Restated Credit Agreement dated as of April 23, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
31.1	Certification of the 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 Chief 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 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 Chief 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, 2021, formatted in eXtensible Business Reporting Language (XBRL): (i) condensed consolidated statements of earnings for the three and six months ended December 31, 2021 and 2020, (ii) condensed consolidated statements of comprehensive income for the three and six months ended December 31, 2021 and 2020, (iii) condensed consolidated balance sheets as of December 31, 2021 and June 30, 2021, (iv) condensed consolidated statements of cash flows for the six months ended December 31, 2021 and 2020, (v) condensed consolidated statements of stockholders’ equity for the three and six months ended December 31, 2021 and 2020, and (vi) the notes to the condensed consolidated financial statements. XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104	Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

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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 1, 2022	By:	/s/ Edmund L. Reese
		Edmund L. Reese
		Corporate Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

53

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT dated as of December 23, 2021 (this “Amendment”), to the TERM CREDIT AGREEMENT dated as of March 27, 2021 (the “Credit Agreement”), among BROADRIDGE FINANCIAL SOLUTIONS, INC., a Delaware corporation (the “Company”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

WHEREAS, the Lenders have agreed to extend credit to the Company under the Credit Agreement on the terms and subject to the conditions set forth therein;

WHEREAS, the Company has requested that the Lenders agree to effect certain amendments to the Credit Agreement as set forth herein; and

WHEREAS, the parties hereto, which include each Lender as of the First Amendment Effective Date (as defined below), are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement (as amended hereby).

SECTION 2. Amendment of Credit Agreement. Effective as of the First Amendment Effective Date, the Credit Agreement is hereby amended by inserting the language indicated in single or double underlined text (indicated textually in the same manner as the following examples: single-underlined text) and by deleting the language indicated by strikethrough text (indicated textually in the same manner as the following example: stricken text) as set forth in the blackline changed pages attached as Exhibit A hereto.

SECTION 3. Representations and Warranties. The Company represents and warrants to the Lenders that:

(a) This Amendment has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable Debtor Relief Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) Before and after giving effect to this Amendment, the representations and warranties of the Company set forth the Credit Agreement and the other Loan Documents are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects on and as of the First Amendment Effective Date with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were so true and correct as of such earlier date.

(c) As of the First Amendment Effective Date, before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of Company, the

Administrative Agent and each of the Lenders, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Administrative Agent shall notify the Company and the Lenders of the First Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(c) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by fax, emailed pdf. or any other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[remainder of page intentionally left blank]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

BROADRIDGE FINANCIAL SOLUTIONS, INC.,
by:
	/s/ Edmund Reese
	Name:    Edmund Reese Title: Chief Financial Officer

JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent,
by:
	/s/ Ryan Zimmerman
	Name: Ryan Zimmerman Title: Vice President

Name of Lender: BANK OF AMERICA, N.A.

Lender:
by:
	/s/ Alexandra M. Knights
	Name: Alexandra M. Knights Title: Vice President

        Name of Lender: WELLS FARGO BANK, N.A.

Lender:
by:
	/s/ Tracy L. Moosbrugger
	Name: Tracy L. Moosbrugger Title: Managing Director

3

Name of Lender: BNP PARIBAS SECURITIES CORP.

Lender:
by:
	/s/ Michael Kowalczuk
	Name: Michael Kowalczuk Title: Managing Director

For any Lender requiring a second signature line:
by:
	/s/ Maria Mulic
	Name: Maria Mulic Title: Managing Director

                Name of Lender: TD BANK, N.A.

Lender:
by:
	/s/ Bernadette Collins
	Name: Bernadette Collins Title: Senior Vice President

                Name of Lender: U.S. BANK NATIONAL ASSOCIATION

Lender:
by:
	/S/ William R. Mandaro
	Name: William R. Mandaro Title: SVP

Name of Lender: Truist Bank

Lender:
by:
	/s/ Jim C. Wright
	Name: Jim C. Wright Title: Vice President

4

Name of Lender: BANK OF CHINA, NEW YORK BRANCH

Lender:
by:
	/s/ Raymond Qiao
	Name: Raymond Qiao Title: Executive Vice President

Name of Lender: THE BANK OF NOVA SCOTIA

Lender:
by:
	/s/ Khrystyna Manko
	Name: Khrystyna Manko Title: Director

5

EXHIBIT A

TERM CREDIT AGREEMENT
dated as of
March 27, 2021,
among
BROADRIDGE FINANCIAL SOLUTIONS, INC.,
The LENDERS Party Hereto
and

JPMORGAN CHASE BANK, N.A.,
JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC. and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Syndication Agents

TABLE OF CONTENTS

Page

ARTICLE I
Definitions

SECTION 1.01. Defined Terms    1

SECTION 1.02. Classification of Loans and Borrowings3332

SECTION 1.03. Terms Generally    33

SECTION 1.04. Accounting Terms; GAAP; Pro Forma Computations3433

SECTION 1.05. Currency Translation3534

SECTION 1.06. Interest Rates; LIBOR Notification3534

SECTION 1.07. Divisions3635

SECTION 1.08. Blocking Regulation3635

SECTION 1.09. Most Favored Nation Provision3635

SECTION 1.10. Effectuation of Transactions3736

ARTICLE II
The Credits

SECTION 2.01. Commitments3736

SECTION 2.02. Loans and Borrowings3736

SECTION 2.03. Requests for Borrowings     37

SECTION 2.04. [Reserved.]    38

SECTION 2.05. [Reserved.]    38

SECTION 2.06. [Reserved.]    38

SECTION 2.07. Funding of Borrowings     38

SECTION 2.08. Interest Elections3938

SECTION 2.09. Termination or Reduction of Commitments    40

SECTION 2.10. [Reserved]    41

SECTION 2.11. Repayment of Loans; Evidence of Debt    41

SECTION 2.12. Prepayment of Loans    41

SECTION 2.13. Fees    42

SECTION2.13. Fees    43

SECTION 2.14. Interest4443

SECTION 2.15. Alternate Rate of Interest    44

SECTION 2.16. Increased Costs4746

SECTION 2.17. Break Funding Payments4847

SECTION 2.18. Taxes    48

SECTION 2.19. Payments Generally; Pro Rata Treatment; Sharing of Set-offs    52

SECTION 2.20. Mitigation Obligations; Replacement of Lenders5453

SECTION 2.21. Defaulting Lenders5554

ii

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers5655

SECTION 3.02. Authorization; Enforceability5655

SECTION 3.03. Governmental Approvals; No Conflicts5655

SECTION 3.04. Financial Condition; No Material Adverse Change5655

SECTION 3.05. Properties5756

SECTION 3.06. Litigation and Environmental Matters5756

SECTION 3.07. Compliance with Laws and Agreements5756

SECTION 3.08. Federal Reserve Regulations5857

SECTION 3.09. Anti-Corruption Laws and Sanctions5857

SECTION 3.10. Investment Company Status5857

SECTION 3.11. Taxes5857

SECTION 3.12. ERISA5957

SECTION 3.13. Disclosure5958

ARTICLE IV
Conditions

SECTION 4.01. Effective Date5958

SECTION 4.02. Funding Date6059

SECTION 4.03. Certain Funds Period6261

ARTICLE V

Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information6361

SECTION 5.02. Notices of Material Events6463

SECTION 5.03. Existence; Conduct of Business6563

SECTION 5.04. Payment of Taxes6563

SECTION 5.05. Maintenance of Properties6564

SECTION 5.06. Books and Records; Inspection Rights6564

SECTION 5.07. Compliance with Laws6664

SECTION 5.08. Use of Proceeds6664

SECTION 5.09. Margin Stock6665

iii

ARTICLE VI

Negative Covenants

SECTION 6.01. Liens6765

SECTION 6.02. Subsidiary Indebtedness6867

SECTION 6.03. Sale and Leaseback Transactions7068

SECTION 6.04. Fundamental Changes7069

SECTION 6.05. Restrictive Agreements7169

SECTION 6.06. Transactions with Affiliates7170

SECTION 6.07. Leverage Ratio7270

ARTICLE VII
Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX
Miscellaneous

SECTION 9.01. Notices8281

SECTION 9.02. Waivers; Amendments8482

SECTION 9.03. Expenses; Indemnity; Limitation of Liability8684

SECTION 9.04. Successors and Assigns8785

SECTION 9.05. Survival9089

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution9189

SECTION 9.07. Severability9290

SECTION 9.08. Right of Set-Off9291

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process9291

SECTION 9.10. WAIVER OF JURY TRIAL9392

SECTION 9.11. Headings9392

SECTION 9.12. Confidentiality; Non-Public Information9392

SECTION 9.13. Interest Rate Limitation9593

SECTION 9.14. Certain Notices9593

SECTION 9.15. No Fiduciary Relationship9594

SECTION 9.16. Acknowledgement and Consent to Bail-In of Affected Financial

Institutions9694

19

“Indemnitee” has the meaning set forth in Section 9.03(b).

“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Company that is not guaranteed by any other Person or subject to any other credit enhancement.

“Information” has the meaning set forth in Section 9.12(a).

“Interest Election Request” means a request by or on behalf of the Company to convert or continue a Borrowing in accordance with Section 2.08, which shall be substantially in the form of Exhibit C or any other form approved by the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any LIBOR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a LIBOR Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means, with respect to any LIBOR Borrowing, the period commencing on the date of such Borrowing and ending on the date that is one week thereafter or on the numerically corresponding day in the calendar month that is one, three or, other than in the case of a Tranche 1 Borrowing, six months thereafter (or, if agreed upon by all of the Lenders participating in such Borrowing, any other period thereafter), as the Company may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, solely in the case of a LIBOR Borrowing with an Interest Period of one month or longer, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period pertaining to a LIBOR Borrowing of one month or longer that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Screen Rate” means, with respect to any LIBOR Borrowing for any Interest Period or clause (c) of the definition of the term “Alternate Base Rate”, a rate per annum (rounded to the same number of decimal places as the Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between (a) the Screen Rate for the longest period for which a Screen Rate is available(which longest period, for the avoidance of doubt, need not itself be an Interest Period) that is shorter than the applicableperiodInterest Period and (b) the Screen Rate for the shortest period for which a Screen Rate is available (which shortest period, for the avoidance of doubt, need not itself be an Interest Period) that is longer than the applicableperiodInterest Period, in each case, as of

29

the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“Screen Rate” means, in respect of the LIBO Rate for any Interest Period, or in respect of any determination of the Alternate Base Rate pursuant to clause (c) of the definition thereof, a rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in US Dollars (for delivery on the first day of such Interest Period) with a term equivalent to the relevant period as displayed on the Reuters screen page that displays such rate (currently Reuters Screen Page LIBOR01 or LIBOR02) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion); provided that (a) if no Screen Rate shall be available for a particular period at such time(including, for the avoidance of doubt and without limitation, as a result of the permanent cessation of publication of the one-week US Dollar London interbank offered rate setting) but Screen Rates shall be available for periods both longer and shorter than such period at such time, then the Screen Rate for such period shall be the Interpolated Screen Rate as of such time and (b) notwithstanding the foregoing, if the Screen Rate, determined as provided above, would otherwise be less than 0.00%, then the Screen Rate shall be deemed to be 0.00%for all purposes.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the United States Securities Exchange Act of 1933, as amended.

“SIPC” means the Securities Investor Protection Corporation.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s Website, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Specified Permitted Lender” means (a) any Lender and (b) any Person that is a Lender under, and as defined in, the Revolving Credit Agreement as of the Effective Date.

“Specified Provision” has the meaning set forth in Section 1.08.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors to

47

representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, in each case, other than the tenor of one week, and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(vi) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for a borrowing of, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base Rate and such component shall be deemed to be zero.

SECTION 2.16. Increased Costs. (a) If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);

(ii)impose on any Lender or the London interbank market any other condition (other than with respect to Taxes) affecting this Agreement or Loans made by any Lender; or

(i)subject any Lender to any Taxes (other than (A) Indemnified Taxes or (B) Excluded Taxes) on its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Company will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs actually incurred or reduction actually suffered.

(b) If any Lender determines that any Change in Law regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such

96

transactions or communications. The Administrative Agent, the Lenders and their Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Company and its Subsidiaries or other Affiliates, and none of the Administrative Agent, the Lenders or their Affiliates has any obligation to disclose any of such interests to the Company or any of its Subsidiaries or other Affiliates. To the fullest extent permitted by law, the Company hereby agrees not to assert any claims against the Administrative Agent, the Lenders or their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 9.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the parties hereto, each such party acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(i)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

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EX-10.2

EXHIBIT 10.2

FIRST AMENDMENT dated as of December 23, 2021 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 23, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the date hereof, the “Credit Agreement”), among BROADRIDGE FINANCIAL SOLUTIONS, INC., a Delaware corporation (the “Company”), BROADRIDGE FINANCIAL SOLUTIONS (CANADA) CORP., a Nova Scotia unlimited company, BROADRIDGE SWEDEN HOLDINGS AB (u.n.c.f. GOLDCUP 100696 AB), a private limited liability company incorporated under the laws of Sweden, the other BORROWING SUBSIDIARIES party thereto, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

WHEREAS, the Lenders have agreed to extend credit to the Borrowers under the Credit Agreement on the terms and subject to the conditions set forth therein;

WHEREAS, the Company has requested that the Lenders agree to effect certain amendments to the Credit Agreement as set forth herein; and

WHEREAS, the parties hereto, which include each Lender as of the First Amendment Effective Date (as defined below), are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement (as amended hereby).

SECTION 2. Amendment of Credit Agreement. Effective as of the First Amendment Effective Date, the Credit Agreement is hereby amended by inserting the language indicated in single or double underlined text (indicated textually in the same manner as the following examples: single-underlined text) and by deleting the language indicated by strikethrough text (indicated textually in the same manner as the following example: stricken text) as set forth in the blackline changed pages attached as Exhibit A hereto.

SECTION 3. Representations and Warranties. The Company represents and warrants to the Lenders that:

(a) This Amendment has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable Debtor Relief Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) Before and after giving effect to this Amendment, the representations and warranties of the Borrowers set forth the Credit Agreement and the other Loan Documents are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects on and as of the First Amendment Effective Date with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were so true and correct as of such earlier date.

(c) As of the First Amendment Effective Date, before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of Company, the Administrative Agent and each of the Lenders, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Administrative Agent shall notify the Company, the Lenders and the Issuing Banks of the First Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Issuing Banks or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Borrower to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(c) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by fax, emailed pdf. or any other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

BROADRIDGE FINANCIAL SOLUTIONS, INC.,
by:
	/s/ Edmund Reese
	Name:    Edmund Reese Title: Chief Financial Officer

JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent,
by:
	/s/ Ryan Zimmerman
	Name: Ryan Zimmerman Title: Vice President

        Name of Lender:

Lender: BANK OF AMERICA, N.A.
by:
	/s/ Alexandra M. Knights
	Name: Alexandra M. Knights Title: Vice President

        Name of Lender:

Lender: WELLS FARGO BANK, N.A.
by:
	/s/ Tracy L. Moosbrugger
	Name: Tracy L. Moosbrugger Title: Managing Director

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        Name of Lender:

Lender: BNP Paribas Securities Corp.
by:
	/s/ Michael Kowalczuk
	Name: Michael Kowalczuk Title: Managing Director

For any Lender requiring a second signature line:
by:
	/s/ Maria Mulic
	Name: Maria Mulic Title: Managing Director

        Name of Lender:

Lender: TD Bank, N.A.
by:
	/s/ Bernadette Collins
	Name: Bernadette Collins Title: Senior Vice President

        Name of Lender:

Lender: U.S. Bank National Association
by:
	/s/ William R. Mandaro
	Name: William R. Mandaro Title: SVP

        Name of Lender:

Lender: Truist Bank
by:
	/s/ Jim C. Wright
	Name: Jim C. Wright Title: Vice President

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        Name of Lender:

Lender: BANK OF CHINA, NEW YORK BRANCH
by:
	/s/ Raymond Qiao
	Name: Raymond Qiao Title: Executive Vice President

    Name of Lender:

Lender: THE BANK OF NOVA SCOTIA
by:
	/s/ Khrystyna Manko
	Name: Khrystyna Manko Title: Director

Name of Lender:

Lender: BMO Bank of Montreal
	/s/ Geoff Clark
	Name: Geoff Clark Title: Director, Corporate Finance Division

Name of Lender:

Lender: HSBC Bank USA NA
by:
	/s/ Eric Korins
	Name: Eric Korins Title: Vice President

Name of Lender:

Lender: MORGAN STANLEY BANK, N.A.
by:
	/s/ Jack Kuhns

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                Name of Lender:

Lender: Santander Bank, N.A.
by:
	/s/ Jennifer Baydian
	Name: Jennifer Baydian Title: Senior Vice President

                Name of Lender:

Lender: BARCLAYS BANK IRELAND PLC
by:
	/s/ Daniel Scoines
	Name: Daniel Scoines Title: Assistant Vice President

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EXHIBIT A

AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
April 23, 2021,
among
BROADRIDGE FINANCIAL SOLUTIONS, INC.,
The BORROWING SUBSIDIARIES Party Hereto,
The LENDERS Party Hereto
and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., WELLS FARGO
SECURITIES, LLC, BNP PARIBAS SECURITIES CORP., TD SECURITIES (USA) LLC and
U.S. BANK NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Joint Bookrunners

BANK OF AMERICA, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, BNP

PARIBAS, TD BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION,

as Syndication Agents

and

TRUIST BANK,

as Documentation Agent

TABLE OF CONTENTS

Page

ARTICLE I
Definitions

SECTION 1.01. Defined Terms    1

SECTION 1.02. Classification of Loans and Borrowings    43

SECTION 1.03. Terms Generally4344

SECTION 1.04. Accounting Terms; GAAP; Pro Forma Computations    44

SECTION 1.05. Currency Translation    45

SECTION 1.06. Interest Rates; LIBOR Notification    45

SECTION 1.07. Divisions4647

SECTION 1.08. Blocking Regulation    47

ARTICLE II
The Credits

SECTION 2.01. Revolving Commitments    47

SECTION 2.02. Loans and Borrowings    48

SECTION 2.03. Requests for Revolving Borrowings    49

SECTION 2.04. [Reserved]    50

SECTION 2.05. Swingline Loans    50

SECTION 2.06. Letters of Credit    52

SECTION 2.07. Funding of Borrowings    60

SECTION 2.08. Interest Elections for Revolving Borrowings    60

SECTION 2.09. Termination or Reduction of Revolving Commitments    62
SECTION 2.10. Increase of Revolving Commitments; Extension of Revolving

Maturity Date    63

SECTION 2.11. Repayment of Loans; Evidence of Debt    66

SECTION 2.12. Prepayment of Loans    66

SECTION 2.13. Fees    68

SECTION 2.14. Interest     69

SECTION 2.15. Alternate Rate of Interest    70

SECTION 2.16. Increased Costs    74

SECTION 2.17. Break Funding Payments    76

SECTION 2.18. Taxes    77

SECTION 2.19. Payments Generally; Pro Rata Treatment; Sharing of Set-offs    80

SECTION 2.20. Mitigation Obligations; Replacement of Lenders    82

SECTION 2.21. Defaulting Lenders    83

SECTION 2.22. Borrowing Subsidiaries    86

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relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower under any Loan Document and (b) Other Taxes.

“Indemnitee” has the meaning set forth in Section 9.03(b).

“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Company that is not guaranteed by any other Person or subject to any other credit enhancement.

“Information” has the meaning set forth in Section 9.12(a).

“Information Memorandum” means the Confidential Information Memorandum dated March 31, 2021 relating to the Company and the Transactions.

“Initial Loans” has the meaning set forth in Section 2.10(b).

“Interest Election Request” means a request by or on behalf of a Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08, which shall be substantially in the form of Exhibit E or any other form approved by the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), any CBR Loan or any Canadian Prime Loan, the last day of each March, June, September and December, (b) with respect to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month after the date of the Borrowing of which such Loan is a part (or, if there is no such numerically corresponding day in such month, then the last day of such month), and for purposes of this clause (b), the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing, (c) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (d) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending, as the applicable Borrower may elect, on the date one week thereafter or on the numerically corresponding day in the calendar month that is one, two, three or (except in the case of CDOR Borrowings) six months thereafter (or, if agreed upon by all of the Lenders participating in such Borrowing, any other period thereafter), in each case(other than in respect of a period of one week in connection with a Borrowing denominated in US Dollars (such period, the “One Week USD Interest Period”)), subject to the availability of such period for the Benchmark applicable to such Borrowing for the applicable Agreed Currency; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless,

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solely in the case of a Eurocurrency Borrowing with an Interest Period of one month or longer, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period pertaining to a Eurocurrency Borrowing of one month or longer that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) no tenor that has been removed from this definition pursuant to Section 2.15(b) shall be available for specification in any Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Screen Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period or clause (c) of the definition of the term “Alternate Base Rate”, a rate per annum (rounded to the same number of decimal places as the Relevant Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between (a) the Relevant Screen Rate for the longest period (for which the Relevant Screen Rate is available (which longest period, for the avoidance of doubt, need not itself be an Interest Period) that is shorter than the applicableperiodInterest Period; and (b) the Relevant Screen Rate for the shortest period (for which the Relevant Screen Rate is available(which shortest period, for the avoidance of doubt, need not itself be an Interest Period) that is longer than the applicable periodInterest Period, in each case, as of the time the Interpolated Screen Rate is otherwise required to be determined in accordance with this Agreement; provided that the Interpolated Screen Rate shall in no event be less than 0.00%.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuing Bank” means (a) each of JPMorgan, Bank of America, N.A., BNP Paribas, TD Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association and (b) any other US Dollar Tranche Revolving Lender that is designated by the Company and agrees to act in such capacity pursuant to Section 2.06(i) or 2.06(j) (other than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.06(i)). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by any branch or Affiliate of such Issuing Bank, in which case the term “Issuing Bank” shall include any such branch or Affiliate with respect to Letters of Credit issued by such branch or Affiliate (it being agreed that such Issuing Bank shall cause such branch or Affiliate to comply with the requirements of Section 2.06 with respect to such Letters of Credit).

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“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or pursuant to an Accession Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lenders.

“Letter of Credit” means each Existing Letter of Credit and any letter of credit issued pursuant to this Agreement.

“Leverage Ratio” means, as of the last day of any Test Period, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated EBITDA for such Test Period; provided that, for purposes of determining Total Indebtedness, at any time after the definitive agreement for any Material Specified Acquisition shall have been executed, any Acquisition Indebtedness with respect to such Material Specified Acquisition shall, unless such Material Specified Acquisition shall have been consummated, be disregarded.

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“LIBO Rate” means, with respect to any Borrowing denominated in US Dollars for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (including, for the avoidance of doubt and without limitation, as a result of the permanent cessation of publication of the one-week US Dollar London interbank offered rate setting), then the LIBO Rate for such Interest Period shall be the Interpolated Screen Rate as of such time.

“LIBO Screen Rate” means a rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in US Dollars for the applicable period, as displayed on the Reuters screen page that displays such rate (currently Reuters Screen Page LIBOR01 or LIBOR02) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion); provided that if the LIBO Screen Rate, determined as provided above, would be less than 0.00%, then the LIBO Screen Rate shall be deemed to be 0.00% for all purposes.

“LIBOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the LIBO Rate.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing, but excluding any operating lease) relating to such asset and (c) in the case of

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means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided further that the NYFRB Rate shall in no event be less than 0.00%.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Objecting Lender” has the meaning set forth in Section 2.22(a).

“One Week USD Interest Period” has the meaning set forth in the definition of “Interest Period”.

“Other Connection Taxes” means, with respect to any Lender or Issuing Bank, Taxes imposed as a result of a present or former connection between such Lender or Issuing Bank and the jurisdiction imposing such Taxes (other than a connection arising from such Lender or Issuing Bank having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan Document).

“Other Taxes” means any and all present or future recording, stamp, court, documentary, filing, intangible or similar Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment, participation or change in lending office (other than an assignment under Section 2.20(b) or a change in lending office under Section 2.20(a)).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings denominated in US Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding business day as an Overnight Bank Funding Rate; provided that such rate shall in no event be less than 0.00%.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in US Dollars, the NYFRB Rate and (b) with respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

“Participant” has the meaning set forth in Section 9.04(g).

“Participant Register” has the meaning set forth in Section 9.04(g).

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

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that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, in each case, other than the tenor of one week in respect of the One Week USD Interest Period, and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(vi) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the applicable Borrower (or the Company on its behalf) may revoke any request for a borrowing of Eurocurrency Loans or RFR Loans, or conversion to or continuation of Eurocurrency Loans, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (x) the applicable Borrower will be deemed to have converted any request for a Eurocurrency Borrowing denominated in US Dollars into a request for a borrowing of, or conversion to, ABR Loans or (y) any request for a Eurocurrency Borrowing denominated in an Alternative Currency or an RFR Borrowing shall be ineffective. If any Eurocurrency Borrowing or RFR Borrowing is outstanding on the date of the Company’s receipt of such notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Eurocurrency Borrowing or RFR Borrowing, then, until such time as a Benchmark Replacement for such Agreement Currency is implemented pursuant to this Section 2.15(b), (1) if such Eurocurrency Borrowing is denominated in US Dollars, such Eurocurrency Borrowing, unless repaid, shall convert, on the last day of the Interest Period applicable thereto, to an ABR Revolving Borrowing, (2) if such Eurocurrency Borrowing is denominated in any Alternative Currency (other than Canadian Dollars), such Eurocurrency Borrowing, unless repaid, shall convert, on the last day of the Interest Period applicable thereto, to a CBR Borrowing that bears interest at the Central Bank Rate for the applicable Agreed Currency plus the Applicable Rate, (3) if such Eurocurrency Borrowing is denominated in Canadian Dollars, such Eurocurrency Borrowing, unless repaid, shall convert, on the last day of the Interest Period applicable thereto, to a Canadian Prime Borrowing that bears interest at the Canadian Prime Rate plus the Applicable Rate, or (4) in the case of any RFR Borrowing, such Borrowing, unless repaid, shall convert, effective upon such notice, to a CBR Borrowing that bears interest at the Central Bank Rate for Sterling plus the Applicable Rate; provided, in the case of clauses (2), (3) and (4) above, that if the Administrative Agent determines at any time (which determination shall be made in good faith and shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Central Bank Rate for the applicable Agreed Currency or the Canadian Prime Rate, as applicable, then the Administrative Agent shall give notice thereof (which may be by telephone) to the Company and the Lenders as promptly as practicable, and, on the date of such determination (and whether or not a notice of such determination has already been given), the applicable affected Revolving Borrowing, unless repaid, shall automatically convert into a Revolving Borrowing of the same Class but denominated in

Borrowing Subsidiary or other obligor to the Administrative Agent, the Issuing Bank and the Lenders.

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EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Timothy C. Gokey, 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 1, 2022

/s/ Timothy C. Gokey

Timothy C. Gokey

Chief Executive Officer

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION

I, Edmund L. Reese, 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.

February 1, 2022

  /s/ Edmund L. Reese

Edmund L. Reese

Corporate Vice President

Chief 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 quarter ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy C. Gokey, 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 for the periods presented therein.

February 1, 2022

 /s/ Timothy C. Gokey

Timothy C. Gokey

Chief Executive Officer

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 quarter ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edmund L. Reese, Corporate Vice President and Chief 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 for the periods presented therein.

February 1, 2022

 /s/ Edmund L. Reese

Edmund L. Reese

Corporate Vice President and Chief Financial Officer

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.

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Cover Page - shares	6 Months Ended
	Dec. 31, 2021	Jan. 27, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Entity File Number	001-33220
Entity Registrant Name	BROADRIDGE FINANCIAL SOLUTIONS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	33-1151291
Entity Address, Address Line One	5 Dakota Drive
Entity Address, City or Town	Lake Success
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11042
City Area Code	516
Local Phone Number	472-5400
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		116,772,573
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--06-30
Entity Central Index Key	0001383312

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Condensed Consolidated Statements of Earnings - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenues	$ 1,259.6	$ 1,054.9	$ 2,452.5	$ 2,072.3
Operating expenses:
Cost of revenues	978.4	806.5	1,892.5	1,593.5
Selling, general and administrative expenses	212.3	169.0	387.8	320.7
Total operating expenses	1,190.7	975.5	2,280.3	1,914.3
Operating income	68.9	79.5	172.1	158.1
Interest expense, net	(21.4)	(11.1)	(44.0)	(25.6)
Other non-operating income, net	4.4	1.0	2.0	10.5
Earnings before income taxes	51.9	69.4	130.1	143.0
Provision for income taxes	4.7	13.1	15.7	20.9
Net earnings	$ 47.2	$ 56.3	$ 114.4	$ 122.1
Basic earnings per share (in dollars per share)	$ 0.40	$ 0.49	$ 0.98	$ 1.06
Diluted earnings per share (in dollars per share)	$ 0.40	$ 0.48	$ 0.97	$ 1.04
Weighted-average shares outstanding:
Basic (in shares)	116.6	115.7	116.4	115.5
Diluted (in shares)	118.7	117.8	118.5	117.6

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net earnings	$ 47.2	$ 56.3	$ 114.4	$ 122.1
Other comprehensive income (loss), net:
Foreign currency translation adjustments	(31.8)	5.2	(102.6)	42.1
Pension and post-retirement liability adjustment, net of taxes of $(0.2) and $(0.2) for the three months ended December 31, 2021 and 2020, respectively; and $(0.3) and $(0.4) for the six months ended December 31, 2021 and 2020, respectively	0.5	0.6	1.0	1.2
Cash flow hedge amortization, net of taxes of $(0.1) and $(0.0) for the three months ended December 31, 2021 and 2020, respectively; and $(0.1) and $(0.0) for the six months ended December 31, 2021 and 2020, respectively	0.2	0.0	0.4	0.0
Total other comprehensive income (loss), net	(31.0)	5.7	(101.1)	43.3
Comprehensive income	$ 16.2	$ 62.0	$ 13.3	$ 165.4

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Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Pension and post-retirement liability adjustments, tax	$ (0.2)	$ (0.2)	$ (0.3)	$ (0.4)
Cash flow hedge amortization, tax	$ (0.1)	$ 0.0	$ (0.1)	$ 0.0

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Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2021	Jun. 30, 2021
Current assets:
Cash and cash equivalents	$ 281.2	$ 274.5
Accounts receivable, net of allowance for doubtful accounts of $5.8 and $9.3, respectively	779.5	820.3
Other current assets	205.9	166.4
Total current assets	1,266.6	1,261.3
Property, plant and equipment, net	169.7	177.2
Goodwill	3,663.8	3,720.1
Intangible assets, net	1,253.0	1,425.0
Deferred client conversion and start-up costs	994.9	773.7
Other non-current assets	768.1	762.5
Total assets	8,115.9	8,119.8
Current liabilities:
Payables and accrued expenses	878.6	1,102.7
Contract liabilities	209.2	185.3
Total current liabilities	1,087.8	1,288.0
Long-term debt	4,156.6	3,887.6
Deferred taxes	399.2	400.7
Contract liabilities	200.1	197.2
Other non-current liabilities	524.2	537.2
Total liabilities	6,367.9	6,310.6
Commitments and contingencies
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none	0.0	0.0
Common stock, $0.01 par value: 650.0 shares authorized; 154.5 and 154.5 shares issued, respectively; and 116.8 and 116.1 shares outstanding, respectively	1.6	1.6
Additional paid-in capital	1,307.7	1,245.5
Retained earnings	2,549.1	2,583.8
Treasury stock, at cost: 37.7 and 38.3 shares, respectively	(2,018.4)	(2,030.9)
Accumulated other comprehensive income (loss)	(91.9)	9.2
Total stockholders’ equity	1,748.1	1,809.1
Total liabilities and stockholders’ equity	$ 8,115.9	$ 8,119.8

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2021	Jun. 30, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 5.8	$ 9.3
Preferred stock, shares authorized (in shares)	25,000,000.0	25,000,000.0
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	650,000,000.0	650,000,000.0
Common stock, shares issued (in shares)	154,500,000	154,500,000
Common stock, shares outstanding (in shares)	116,800,000	116,100,000
Treasury stock, shares (in shares)	37,700,000	38,300,000

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash Flows From Operating Activities
Net earnings	$ 114.4	$ 122.1
Adjustments to reconcile net earnings to net cash flows (used in) provided by operating activities:
Depreciation and amortization	41.1	31.3
Amortization of acquired intangibles and purchased intellectual property	131.2	64.9
Amortization of other assets	66.3	52.9
Write-down of long-lived assets and related charges	8.1	33.6
Stock-based compensation expense	36.2	28.7
Deferred income taxes	16.4	10.9
Other	(19.3)	(29.0)
Current assets and liabilities:
Decrease in Accounts receivable, net	49.2	100.3
Increase in Other current assets	(32.5)	(35.7)
Decrease in Payables and accrued expenses	(236.5)	(140.2)
Increase in Contract liabilities	28.3	5.9
Non-current assets and liabilities:
Increase in Other non-current assets	(321.5)	(211.2)
Increase in Other non-current liabilities	24.0	48.8
Net cash flows (used in) provided by operating activities	(94.6)	83.3
Cash Flows From Investing Activities
Capital expenditures	(11.3)	(30.1)
Software purchases and capitalized internal use software	(17.9)	(20.7)
Proceeds from asset sales	0.0	18.0
Acquisitions, net of cash acquired	(13.3)	0.0
Other investing activities	(11.4)	(11.0)
Net cash flows used in investing activities	(53.9)	(43.9)
Cash Flows From Financing Activities
Debt proceeds	480.0	660.0
Debt repayments	(211.0)	(687.8)
Dividends paid	(141.2)	(128.5)
Purchases of Treasury stock	(1.7)	(0.8)
Proceeds from exercise of stock options	40.5	27.6
Other financing activities	(7.5)	(27.2)
Net cash flows provided by (used in) financing activities	159.2	(156.6)
Effect of exchange rate changes on Cash and cash equivalents	(4.1)	6.2
Net change in Cash and cash equivalents	6.6	(111.0)
Cash and cash equivalents, beginning of period	274.5	476.6
Cash and cash equivalents, end of period	281.2	365.6
Supplemental disclosure of cash flow information:
Cash payments made for interest	41.1	31.2
Cash payments made for income taxes, net of refunds	57.3	60.0
Non-cash investing and financing activities:
Accrual of unpaid property, plant and equipment and software	$ 16.9	$ 13.9

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Condensed Consolidated Statements of Stockholders’ Equity - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income (Loss)
Balance (in shares) at Jun. 30, 2020		154.5
Balance at Jun. 30, 2020	$ 1,346.5	$ 1.6	$ 1,178.5	$ 2,302.6	$ (2,035.7)	$ (100.4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	165.4			122.1		43.3
Stock option exercises	27.3		27.3
Stock-based compensation	28.5		28.5
Treasury stock acquired	(0.8)				(0.8)
Treasury stock reissued	0.0		(14.6)		14.6
Common stock dividends	(132.9)			(132.9)
Balance (in shares) at Dec. 31, 2020		154.5
Balance at Dec. 31, 2020	1,434.0	$ 1.6	1,219.6	2,291.8	(2,021.8)	(57.1)
Balance (in shares) at Sep. 30, 2020		154.5
Balance at Sep. 30, 2020	1,413.8	$ 1.6	1,198.5	2,302.1	(2,025.5)	(62.9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	62.0			56.3		5.7
Stock option exercises	6.5		6.5
Stock-based compensation	18.2		18.2
Treasury stock acquired	0.0
Treasury stock reissued	0.0		(3.6)		3.6
Common stock dividends	(66.5)			(66.5)
Balance (in shares) at Dec. 31, 2020		154.5
Balance at Dec. 31, 2020	$ 1,434.0	$ 1.6	1,219.6	2,291.8	(2,021.8)	(57.1)
Balance (in shares) at Jun. 30, 2021	154.5	154.5
Balance at Jun. 30, 2021	$ 1,809.1	$ 1.6	1,245.5	2,583.8	(2,030.9)	9.2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	13.3			114.4		(101.1)
Stock option exercises	40.6		40.6
Stock-based compensation	35.8		35.8
Treasury stock acquired	(1.7)				(1.7)
Treasury stock reissued	0.0		(14.2)		14.2
Common stock dividends	$ (149.1)			(149.1)
Balance (in shares) at Dec. 31, 2021	154.5	154.5
Balance at Dec. 31, 2021	$ 1,748.1	$ 1.6	1,307.7	2,549.1	(2,018.4)	(91.9)
Balance (in shares) at Sep. 30, 2021		154.5
Balance at Sep. 30, 2021	1,753.8	$ 1.6	1,263.6	2,576.6	(2,027.0)	(60.9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	16.2			47.2		(31.0)
Stock option exercises	31.9		31.9
Stock-based compensation	22.5		22.5
Treasury stock acquired	(1.7)				(1.7)
Treasury stock reissued	0.0		(10.3)		10.3
Common stock dividends	$ (74.7)			(74.7)
Balance (in shares) at Dec. 31, 2021	154.5	154.5
Balance at Dec. 31, 2021	$ 1,748.1	$ 1.6	$ 1,307.7	$ 2,549.1	$ (2,018.4)	$ (91.9)

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Condensed Consolidated Statements of Stockholders’ Equity (Parenthetical) - $ / shares shares in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]
Treasury stock acquired (less than) (in shares)	0.1	0.0	0.1	0.1
Treasury stock reissued (in shares)	0.4	0.2	0.6	0.6
Common stock dividends (in dollars per share)	$ 0.64	$ 0.575	$ 1.28	$ 1.15

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Basis of Presentation

6 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

BASIS OF PRESENTATION

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

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

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

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

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

In addition, Broadridge provides public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services and shareholder data services. Broadridge also offers financial reporting document composition and management solutions, SEC disclosure and filing services, and registrar, stock transfer and record-keeping services through Broadridge Corporate Issuer Solutions.

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

•Global Technology and Operations — Broadridge is a leading global provider of business solutions for capital markets, and wealth and investment management firms. Broadridge offers advanced solutions that automate firms’ transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, margin, cash management, clearance and settlement, asset servicing, reference data management, reconciliations, securities financing and collateral optimization, compliance and regulatory reporting, and portfolio accounting and custody-related services. In addition, Broadridge provides business process outsourcing services that support the entire trade lifecycle operations of its buy- and sell-side clients’ businesses through a combination of its technology and operations expertise.

For capital markets firms, Broadridge helps its clients lower their costs and improve the effectiveness of their businesses across the front, middle and back office. Broadridge’s core post-trade services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management and manage risk, thereby enabling them to focus on their core business activities. Provided on a software as a service (“SaaS”) basis within large user communities, Broadridge’s technology is a global solution, processing clearance and settlement in over 100 countries. Broadridge’s multi-asset, multi-market, multi-entity and multi-currency solutions support real-time global trade processing of equity, fixed income, mutual fund, foreign exchange, and exchange-traded derivatives. With the recent acquisition of Itiviti Holding AB (“Itiviti”), Broadridge has strengthened its capabilities with a set of front-office trade order and execution management solutions, connectivity and network offerings which will integrate with its existing middle and back-office solutions.

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

Broadridge also offers buy-side technology solutions for the global investment management industry, including portfolio management, compliance and operational workflow solutions for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space.

B. Consolidation and Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and in accordance with SEC requirements for Quarterly Reports on Form 10-Q. These financial statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities. Intercompany balances and transactions have been eliminated. Amounts presented may not sum due to rounding. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed on August 12, 2021 with 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, 2021 and June 30, 2021, the results of its operations for the three and six months ended December 31, 2021 and 2020, its cash flows for the six months ended December 31, 2021 and 2020, and its changes in stockholders’ equity for the three and six months ended December 31, 2021 and 2020. Certain prior period amounts have been reclassified to conform to the current year presentation where applicable.

Beginning with the first quarter of fiscal year 2022, the Company revised the foreign exchange rates used to present segment revenues and segment earnings (loss) before income taxes to further allocate the foreign exchange impact to the individual segment revenue and profit metrics. The presentation of segment revenues and earnings (loss) before income taxes for the prior periods provided in this Form 10-Q has been changed to conform to the current period presentation. Total consolidated revenues and earnings before income taxes were not impacted. Please refer to Note 3, “Revenue Recognition” and Note 16, “Interim Financial Data by Segment.”

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

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

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New Accounting Pronouncements

6 Months Ended

Dec. 31, 2021

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU No. 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements under GAAP for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU No. 2018-15 became effective for the Company beginning in the first quarter of fiscal year 2021. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance, for which the Company elected to adopt ASU No. 2018-15 on a prospective basis. The adoption of ASU No. 2018-15 did not have a material impact on the Company's Condensed Consolidated Financial Statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses” (“ASU No. 2016-13”), which prescribes an impairment model for most financial instruments based on expected losses rather than incurred losses. Under this model, an estimate of expected credit losses over the contractual life of the instrument is to be recorded as of the end of a reporting period as an allowance to offset the amortized cost basis, resulting in a net presentation of the amount expected to be collected on the financial instrument. The expected credit loss model incorporates historical collection experience and other factors, including those related to current market conditions and events. The Company monitors trade receivable balances and other related assets, and estimates the allowance for lifetime expected credit losses. ASU No. 2016-13 became effective for the Company in the first quarter of fiscal year 2021. For most instruments, entities must apply the standard using a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The adoption of ASU No. 2016-13 did not have a material impact on the Company's Condensed Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

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

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Revenue Recognition

6 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

REVENUE RECOGNITION

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

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

•Investor Communication Solutions—Revenues are generated primarily from processing and distributing investor communications and other related services as well as vote processing and tabulation. The Company typically enters into agreements with clients to provide services on a fee for service basis. Fees received for processing and distributing investor communications are generally variably priced and recognized as revenue over time as the Company provides the services to clients based on the number of units processed, which coincides with the pattern of value transfer to the client. Broadridge works directly with corporate issuers (“Issuers”) and mutual funds to ensure that the account holders of the Company’s bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications materials and the services are fulfilled in accordance with each Issuer’s and mutual fund’s requirements. Broadridge works directly with the Issuers and mutual funds to resolve any issues that may arise. As such, Issuers and mutual funds are viewed as the customer of the Company’s services. As a result, revenues for distribution services as well as proxy materials fulfillment services are recorded in Revenue on a gross basis with corresponding costs including amounts remitted to the broker-dealers and banks (referred to as “Nominees”)

recorded in Cost of revenues. Fees for the Company’s investor communications services arrangements are typically billed and paid on a monthly basis following the delivery of the services. The Company also offers certain hosted service arrangements that can be priced on a fixed and/or variable basis for which revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client on a monthly basis based on the number of transactions processed or units delivered, in the case of variable priced arrangements, or a fixed monthly fee in the case of fixed price arrangements, in each case which coincides with the pattern of value transfer to the client. These services may be billed in a variety of payment frequencies depending on the specific arrangement.

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

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

Transaction Price

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

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

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

Disaggregation of Revenue

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

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

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions
Regulatory	$	166.4	$	144.7	$	331.8	$	279.5
Data-driven fund solutions	88.8		86.1		172.1		165.1
Issuer	23.7		20.8		44.2		38.5
Customer communications	148.2		135.8		289.1		273.4
Total ICS Recurring fee revenues	427.1		387.3		837.3		756.5
Equity and other	24.6		20.6		52.2		38.7
Mutual funds	40.1		24.3		88.9		51.4
Total ICS Event-driven fee revenues	64.7		44.9		141.1		90.0
Distribution revenues	401.5		343.8		768.4		675.0
Total ICS Revenues	$	893.3	$	776.0	$	1,746.8	$	1,521.5
Global Technology and Operations
Capital markets	$	224.1	$	158.4	$	433.5	$	314.7
Wealth and investment management	146.4		126.9		277.7		251.0
Total GTO Recurring fee revenues	370.6		285.3		711.2		565.7
Foreign currency exchange	(4.3)		(6.4)		(5.5)		(14.9)
Total Revenues	$	1,259.6	$	1,054.9	$	2,452.5	$	2,072.3
Revenues by Type
Recurring fee revenues	$	797.6	$	672.6	$	1,548.5	$	1,322.2
Event-driven fee revenues	64.7		44.9		141.1		90.0
Distribution revenues	401.5		343.8		768.4		675.0
Foreign currency exchange	(4.3)		(6.4)		(5.5)		(14.9)
Total Revenues	$	1,259.6	$	1,054.9	$	2,452.5	$	2,072.3

Contract Balances

The following table provides information about contract assets and liabilities:

	December 31, 2021		June 30, 2021
	(in millions)
Contract assets	$	96.7	$	89.8
Contract liabilities	$	409.3	$	382.5

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

During the six months ended December 31, 2021, contract liabilities increased due to the timing of client invoices in relation to the timing of revenue recognized. The Company recognized $174.4 million of revenue during the six months ended December 31, 2021 that was included in the contract liability balance as of June 30, 2021.

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Weighted-Average Shares Outstanding

6 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Weighted-Average Shares Outstanding

WEIGHTED-AVERAGE SHARES OUTSTANDING

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

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

The computation of diluted EPS excluded less than 0.1 million options to purchase Broadridge common stock for the three months ended December 31, 2020, and less than 0.1 million options to purchase Broadridge common stock for the six months ended December 31, 2020, as the effect of their inclusion would have been anti-dilutive.

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

	Three Months Ended   December 31,		Six Months Ended   December 31,
	2021	2020	2021	2020
	(in millions)
Weighted-average shares outstanding:
Basic	116.6	115.7	116.4	115.5
Common stock equivalents	2.0	2.1	2.1	2.1
Diluted	118.7	117.8	118.5	117.6

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Interest Expense, Net

6 Months Ended

Dec. 31, 2021

Other Income and Expenses [Abstract]

Interest Expense, Net

INTEREST EXPENSE, NETInterest expense, net consisted of the following:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Interest expense on borrowings	$	(22.8)	$	(12.1)	$	(45.8)	$	(27.2)
Interest income	1.5		1.0		1.8		1.6
Interest expense, net	$	(21.4)	$	(11.1)	$	(44.0)	$	(25.6)

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Acquisitions

6 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

ACQUISITIONS

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

During the six months ended December 31, 2021, there were no material acquisitions.

The Company is providing unaudited pro forma supplemental information for the acquisition of Itiviti as the acquisition was material to the Company’s operating results. Unaudited pro forma supplemental financial information for all acquisitions, excluding Itiviti, is not provided as the impact of these acquisitions on the Company’s operating results, financial position or cash flows was not material for any acquisition individually.

Fiscal Year 2021 Acquisitions:

BUSINESS COMBINATIONS

Financial information on each transaction is as follows:

	Itiviti		Advisor-Stream		Total
	(in millions)
Cash payments, net of cash acquired	$	2,580.4	$	23.2	$	2,603.6
Deferred payments, net	—		2.9		2.9
Contingent consideration liability	—		8.5		8.5
Aggregate purchase price	$	2,580.4	$	34.5	$	2,615.0
Net tangible assets acquired / (liabilities assumed)	$	(246.5)	$	(3.3)	$	(249.8)
Goodwill	1,945.7		27.3		1,973.0
Intangible assets	881.3		10.5		891.8
Aggregate purchase price	$	2,580.4	$	34.5	$	2,615.0

Itiviti

In May 2021, the Company acquired Itiviti, a leading provider of trading and connectivity technology to the capital markets industry. The acquisition of Itiviti extends the Company’s back-office capabilities into the front-office and deepens its multi-asset class solutions, better enabling the Company to help its clients adapt to a rapidly evolving marketplace. Itiviti is included in the Company’s GTO reportable segment.

•Goodwill is not tax deductible.

•Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and five-year life, respectively.

The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of the acquired business’ assets and liabilities.

The following summarizes the allocation of purchase price for the Itiviti acquisition (in millions):

	Itiviti
Accounts receivable	$	39.6
Other current assets	14.1
Property, plant and equipment	9.4
Intangible assets	881.3
Goodwill	1,945.7
Other non-current assets	28.7
Payables and accrued expenses	(45.9)
Current contract liabilities	(58.8)
Deferred taxes	(199.6)
Other long term liabilities	(34.0)
Consideration paid, net of cash acquired	$	2,580.4

Unaudited Pro Forma Financial Information

The unaudited pro forma condensed consolidated results of operations in the table below are provided for illustrative purposes only and summarize the combined results of operations of Broadridge and Itiviti. For purposes of this pro forma presentation, the acquisition of Itiviti is assumed to have occurred on July 1, 2019. The pro forma financial information for all periods presented also includes the estimated business combination accounting effects resulting from this acquisition, notably amortization expense from the acquired intangible assets, interest expense from recent debt financing, the proceeds of which were used to fund the acquisition, and certain other integration related impacts.

This unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had actually occurred on July 1, 2019, nor of the results of operations that may be obtained in the future.

	Years ended June 30,
	2021		2020
	(in millions)
Revenues	$	5,221.7	$	4,723.4
Net earnings	$	514.9	$	367.5
Basic earnings per share	$	4.45	$	3.21
Diluted earnings per share	$	4.37	$	3.14

AdvisorStream

In June 2021, the Company acquired AdvisorStream, a leading provider of digital engagement and marketing solutions for the global wealth and insurance industries. AdvisorStream's advisor marketing platform enables advisors to drive revenue and growth by providing personalized and consistent client communications. AdvisorStream is included in the Company’s GTO reportable segment.

•Goodwill is not tax deductible.

•Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a five-year life and five-year life, respectively.

The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of the acquired business’ assets and liabilities.

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Fair Value of Financial Instruments

6 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

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

The following tables set forth the Company’s financial assets and liabilities at December 31, 2021 and June 30, 2021, respectively, that are recorded at fair value, segregated by level within the fair value hierarchy:

	December 31, 2021
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash and cash equivalents:
Money market funds (a)	$	—	$	—	$	—	$	—
Other current assets:
Securities	0.7		—		—		0.7
Other non-current assets:
Securities	132.9		—		—		132.9
Total assets as of December 31, 2021	$	133.6	$	—	$	—	$	133.6
Liabilities:
Contingent consideration obligations	—		—		18.8		18.8
Total liabilities as of December 31, 2021	$	—	$	—	$	18.8	$	18.8

	June 30, 2021
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash and cash equivalents:
Money market funds (a)	$	—	$	—	$	—	$	—
Other current assets:
Securities	0.7		—		—		0.7
Other non-current assets:
Securities	120.6		—		—		120.6
Total assets as of June 30, 2021	$	121.2	$	—	$	—	$	121.2
Liabilities:
Contingent consideration obligations	—		—		23.2		23.2
Total liabilities as of June 30, 2021	$	—	$	—	$	23.2	$	23.2

_________

(a)Money market funds include money market deposit account balances of less than $0.1 million as of December 31, 2021 and June 30, 2021, respectively.

In addition, the Company has non-marketable securities with a carrying amount of $46.0 million and $37.5 million as of December 31, 2021 and June 30, 2021, respectively, that are classified as Level 2 financial assets and included as part of Other non-current assets on the Condensed Consolidated Balance Sheets.

The following table sets forth an analysis of changes during the three and six months ended December 31, 2021 and 2020, respectively, in Level 3 financial liabilities of the Company:

	Three Months Ended December 31,				Six Months Ended December 31,
	2021		2020		2021		2020
	(in millions)
Beginning balance	$	19.0	$	23.7	$	23.2	$	33.1
Net increase in contingent consideration liability	—		—		1.1		—
Foreign currency impact on contingent consideration liability	(0.2)		—		(0.6)		1.4
Payments	—		(6.0)		(4.9)		(16.7)
Ending balance	$	18.8	$	17.8	$	18.8	$	17.8

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

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Other Non-Current Assets

6 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Non-Current Assets

OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following:

	December 31, 2021		June 30, 2021
	(in millions)
ROU assets (a)	$	244.4	$	262.0
Long-term investments	215.0		194.0
Deferred sales commissions costs	105.8		108.6
Contract assets (b)	96.7		89.8
Long-term broker fees	43.2		48.7
Deferred data center costs (c)	21.1		24.3
Other	41.8		35.0
Total	$	768.1	$	762.5

_________

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

(b) Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts.

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

The total amount of deferred client conversion and start-up costs and deferred sales commission costs amortized in Operating expenses during the three months ended December 31, 2021 and 2020, were $27.3 million and $21.0 million, respectively.

The total amount of deferred client conversion and start-up costs and deferred sales commission costs amortized in Operating expenses during the six months ended December 31, 2021 and 2020, were $50.6 million and $39.7 million, respectively.

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Payables and Accrued Expenses

6 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Payables and Accrued Expenses

PAYABLES AND ACCRUED EXPENSESPayables and accrued expenses consisted of the following:

	December 31, 2021		June 30, 2021
	(in millions)
Accounts payable	$	192.2	$	248.9
Employee compensation and benefits	236.8		343.7
Accrued broker fees	80.5		136.0
Accrued dividend payable	74.7		66.8
Business process outsourcing administration fees	74.1		66.1
Customer deposits	64.1		55.5
Operating lease liabilities	40.5		40.2
Accrued taxes	35.8		42.6
Other	79.9		102.9
Total	$	878.6	$	1,102.7

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Borrowings

6 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Borrowings

BORROWINGS

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

	Expiration Date	Principal amount outstanding at December 31, 2021		Carrying value at December 31, 2021		Carrying value at June 30, 2021		Unused Available Capacity		Fair Value at December 31, 2021
				(in millions)
Long-term debt
Fiscal 2021 Revolving Credit Facility:
U.S. dollar tranche	April 2026	$	305.0	$	305.0	$	20.0	$	795.0	$	305.0
Multicurrency tranche	April 2026	76.0		76.0		94.4		324.0		76.0
Total Revolving Credit Facility		381.0		381.0		114.4		1,119.0		381.0
Fiscal 2021 Term Loans	May 2024	1,550.0		1,544.6		1,543.4		—		1,550.0
Fiscal 2016 Senior Notes	June 2026	500.0		497.0		496.7		—		534.2
Fiscal 2020 Senior Notes	December 2029	750.0		743.0		742.5		—		775.6
Fiscal 2021 Senior Notes	May 2031	1,000.0		991.1		990.6		—		1,007.9
Total Senior Notes		2,250.0		2,231.1		2,229.8		—		2,317.7
Total debt		$	4,181.0	$	4,156.6	$	3,887.6	$	1,119.0	$	4,248.7

Future principal payments on the Company’s outstanding debt are as follows:

Years ending June 30,	2022		2023		2024		2025		2026		Thereafter		Total
(in millions)	$	—	$	—	$	1,550.0	$	—	$	881.0	$	1,750.0	$	4,181.0

Fiscal 2021 Revolving Credit Facility: In April 2021, the Company entered into an amended and restated $1.5 billion five-year revolving credit facility, as further amended on December 23, 2021, (the “Fiscal 2021 Revolving Credit Facility”), which replaced the $1.5 billion five-year revolving credit facility entered into during March 2019 (the “Fiscal 2019 Revolving Credit Facility”) (together the “Revolving Credit Facilities”). The Fiscal 2021 Revolving Credit Facility is comprised of a $1.1 billion U.S. dollar tranche and a $400.0 million multicurrency tranche.

The weighted-average interest rate on the Revolving Credit Facilities was 1.16% and 1.17% for the three and six months ended December 31, 2021, respectively, and 1.21% and 1.22% for the three and six months ended December 31, 2020, respectively. The fair value of the variable-rate Fiscal 2021 Revolving Credit Facility borrowings at December 31, 2021 approximates carrying value and has been classified as a Level 2 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

Under the Fiscal 2021 Revolving Credit Facility, revolving loans denominated in U.S. Dollars, Canadian Dollars, Euro, Yen, and Swedish Kronor initially bear interest at LIBOR, CDOR, EURIBOR, TIBOR and STIBOR, respectively, plus 1.015% per annum (subject to step-ups to 1.175% and step-downs to 0.805% based on ratings) and revolving loans denominated in Sterling initially bear interest at SONIA plus 1.0476% per annum (subject to step-ups to 1.2076% and step-downs to 0.8376% based on ratings). The Fiscal 2021 Revolving Credit Facility also has an annual facility fee equal to 11.0 basis points on the entire facility (subject to step-ups to 20.0 basis points and step-downs to 7.0 basis points based on ratings). The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Fiscal 2021 Revolving Credit Facility in accordance with individual drawn loan maturities. The Fiscal 2021 Revolving Credit Facility is subject to certain covenants, including a leverage ratio. At December 31, 2021, the Company is in compliance with all covenants of the Fiscal 2021 Revolving Credit Facility.

Fiscal 2021 Term Loans: In March 2021, the Company entered into a term credit agreement, as amended on December 23, 2021, (“Term Credit Agreement”) providing for term loan commitments in an aggregate principal amount of $2.55 billion, comprised of a $1.0 billion tranche (“Tranche 1”) and a $1.55 billion tranche (“Tranche 2,” together with Tranche 1, the “Fiscal 2021 Term Loans”). The Company borrowed the Fiscal 2021 Term Loans in May 2021 in order to finance the Itiviti acquisition. Once borrowed, amounts repaid or prepaid in respect of such Fiscal 2021 Term Loans may not be reborrowed. The Tranche 1 Loans was to mature on the date that is 18 months after the date on which the Fiscal 2021 Term Loans are borrowed (the “Funding Date”), but was repaid in full in May 2021 with proceeds from the Fiscal 2021 Senior Notes (as discussed further below). The Tranche 2 Loan will mature in May 2024 on the third anniversary of the Funding Date. The proceeds of the Fiscal 2021 Term Loans were used by the Company to solely finance the acquisition of Itiviti and pay certain fees and expenses in connection therewith. The Tranche 2 Loan bears interest at LIBOR plus 0.875% per annum (subject to step-ups to LIBOR plus 1.250% or a step-down to LIBOR plus 0.750% based on ratings).

The Company may voluntarily prepay, in whole or in part and without premium or penalty. In the event of receipt of cash proceeds by the Company or its subsidiaries from certain incurrences of indebtedness, certain equity issuances, and certain sales, transfers or other dispositions of assets, the Company will be required to prepay outstanding Loans, subject to certain limitations and qualifications as set forth in the Term Credit Agreement. The Term Credit Agreement is subject to certain covenants, including a leverage ratio. At December 31, 2021, the Company is in compliance with all covenants of the Fiscal 2021 Term Loans.

Fiscal 2016 Senior Notes: In June 2016, the Company completed an offering of $500.0 million in aggregate principal amount of senior notes (the “Fiscal 2016 Senior Notes”). The Fiscal 2016 Senior Notes will mature on June 27, 2026 and bear interest at a rate of 3.40% per annum. Interest on the Fiscal 2016 Senior Notes is payable semi-annually in arrears on June 27 and December 27 of each year. The Fiscal 2016 Senior Notes were issued at a price of 99.589% (effective yield to maturity of 3.449%). The indenture governing the Fiscal 2016 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At December 31, 2021, the Company is in compliance with the covenants of the indenture governing the Fiscal 2016 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2016 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2016 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2016 Senior Notes at December 31, 2021 and June 30, 2021 was $534.2 million and $549.0 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

Fiscal 2020 Senior Notes: In December 2019, the Company completed an offering of $750.0 million in aggregate principal amount of senior notes (the “Fiscal 2020 Senior Notes”). The Fiscal 2020 Senior Notes will mature on December 1, 2029 and bear interest at a rate of 2.90% per annum. Interest on the Fiscal 2020 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year. The Fiscal 2020 Senior Notes were issued at a price of 99.717% (effective yield to maturity of 2.933%). The indenture governing the Fiscal 2020 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At December 31, 2021, the Company is in compliance with the covenants of the indenture governing the Fiscal 2020 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2020 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2020 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2020 Senior Notes at December 31, 2021 and June 30, 2021 was $775.6 million and $791.3 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

Fiscal 2021 Senior Notes: In May 2021, the Company completed an offering of $1.0 billion in aggregate principal amount of senior notes (the “Fiscal 2021 Senior Notes”). The Fiscal 2021 Senior Notes will mature on May 1, 2031 and bear interest at a rate of 2.60% per annum. Interest on the Fiscal 2021 Senior Notes is payable semi-annually in arrears on May 1 and November 1 of each year. The Fiscal 2021 Senior Notes were issued at a price of 99.957% (effective yield to maturity of 2.605%). The indenture governing the Fiscal 2021 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At December 31, 2021, the Company is in compliance with the covenants of the indenture governing the Fiscal 2021 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2021 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2021 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2021 Senior Notes at December 31, 2021 and June 30, 2021 was $1.01 billion and $1.02 billion, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

The Fiscal 2021 Revolving Credit Facility, Fiscal 2021 Term Loans, Fiscal 2016 Senior Notes, Fiscal 2020 Senior Notes and Fiscal 2021 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.

In addition, certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks. As of December 31, 2021 and June 30, 2021, respectively, there were no outstanding borrowings under these lines of credit.

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Other Non-Current Liabilities

6 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Other Non-Current Liabilities

OTHER NON-CURRENT LIABILITIES

Other non-current liabilities consisted of the following:

	December 31, 2021		June 30, 2021
	(in millions)
Operating lease liabilities	$	248.8	$	263.1
Post-employment retirement obligations	178.8		162.8
Non-current income taxes	49.1		48.2
Acquisition related contingencies	15.9		15.1
Other	31.7		48.0
Total	$	524.2	$	537.2

The Company sponsors a Supplemental Officer Retirement Plan (the “Broadridge SORP”). The Broadridge SORP is a nonqualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key officers upon retirement based upon the officers’ years of service and compensation. The Broadridge SORP was closed to new participants beginning in fiscal year 2015. The Company also sponsors a Supplemental Executive Retirement Plan (the “Broadridge SERP”). The Broadridge SERP is also a nonqualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key executives upon retirement based upon the executives’ years of service and compensation. The Broadridge SERP was closed to new participants beginning in fiscal year 2015.

The SORP and SERP are effectively funded with assets held in a Rabbi Trust. The assets invested in the Rabbi Trust are to be used in part to fund benefit payments to participants under the terms of the plans. The Rabbi Trust is irrevocable and no portion of the trust funds may be used for any purpose other than the delivery of those assets to the participants, except that assets held in the Rabbi Trust would be subject to the claims of the Company’s general creditors in the event of bankruptcy or insolvency of the Company. The Broadridge SORP and SERP are nonqualified plans for federal tax purposes and for purposes of Title I of ERISA. The Rabbi Trust assets had a value of $63.7 million at December 31, 2021 and $62.6 million at June 30, 2021 and are included in Other non-current assets in the accompanying Condensed Consolidated Balance Sheets. The SORP and the SERP had a total benefit obligation of $67.5 million at December 31, 2021 and $65.9 million at June 30, 2021 and are included in Other non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.

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Stock-Based Compensation

6 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

STOCK-BASED COMPENSATIONThe activity related to the Company’s incentive equity awards for the three months ended December 31, 2021 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 September 30, 2021	3,022,516	$	90.32	798,376	$	120.31	223,849	$	131.34
Granted	22,038	173.00		288,678	161.45		100,862	158.28
Exercise of stock options (a)	(410,031)	77.70		—	—		—	—
Vesting of restricted stock units	—	—		(39,756)	99.96		—	—
Expired/forfeited	(23,161)	101.09		(19,142)	139.85		(3,441)	131.63
Balances at December 31, 2021 (b),(c)	2,611,362	$	92.91	1,028,156	$	132.28	321,270	$	139.80

(a)Stock options exercised during the period of October 1, 2021 through December 31, 2021 had an aggregate intrinsic value of $38.0 million.

(b)As of December 31, 2021, the Company’s outstanding vested and currently exercisable stock options using the December 31, 2021 closing stock price of $182.82 (approximately 1.2 million shares) had an aggregate intrinsic value of $135.1 million with a weighted-average exercise price of $70.72 and a weighted-average remaining contractual life of 4.7 years. The total of all stock options outstanding as of December 31, 2021 have a weighted-average remaining contractual life of 6.1 years.

(c)As of December 31, 2021, time-based restricted stock units and performance-based restricted stock units expected to vest using the December 31, 2021 closing stock price of $182.82 (approximately 1.0 million and 0.3 million shares, respectively) had an aggregate intrinsic value of $178.1 million and $55.6 million, respectively. Performance-based restricted stock units granted in the table above represent initial target awards, and performance adjustments for (i) change in shares issued based upon attainment of performance goals determined in the period, and (ii) estimated change in shares issued resulting from attainment of performance goals to be determined at the end of the prospective performance period.

The activity related to the Company’s incentive equity awards for the six months ended December 31, 2021 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 June 30, 2021	3,203,682	$	88.33	761,337	$	117.07	247,580	$	126.29
Granted	22,038	173.00		337,845	163.02		100,862	158.28
Exercise of stock options (a)	(579,823)	69.99		—	—		—	—
Vesting of restricted stock units	—	—		(39,756)	99.96		—	—
Expired/forfeited	(34,535)	104.51		(31,270)	135.11		(27,172)	85.30
Balances at December 31, 2021	2,611,362	$	92.91	1,028,156	$	132.28	321,270	$	139.80

(a)Stock options exercised during the period of July 1, 2021 through December 31, 2021 had an aggregate intrinsic value of $58.3 million.

The Company has stock-based compensation plans under which the Company annually grants stock option and restricted stock unit awards. Stock options are granted to employees at exercise prices equal to the fair market value of the Company’s common stock on the dates of grant, 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 $22.7 million and $18.3 million, as well as related expected tax benefits of $5.1 million and $4.1 million were recognized for the three months ended December 31, 2021 and 2020, respectively. Stock-based compensation expense of $36.2 million and $28.7 million, as well as related expected tax benefits of $8.2 million and $6.3 million were recognized for the six months ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, the total remaining unrecognized compensation cost related to non-vested stock options and restricted stock unit awards amounted to $7.2 million and $86.4 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 1.8 years and 1.8 years, respectively.

For stock options granted, 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.

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Income Taxes

6 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

	Three Months Ended   December 31,						Six Months Ended   December 31,
	2021			2020			2021			2020
	(in millions)
Provision for income taxes	$	4.7		$	13.1		$	15.7		$	20.9
Effective tax rate	9.1		%	18.9		%	12.1		%	14.6		%
Excess tax benefits	$	7.1		$	3.6		$	11.5		$	12.8

The decrease in the effective tax rate for the three and six months ended December 31, 2021 was driven by higher total discrete tax items, inclusive of the excess tax benefits related to equity compensation, compared to the prior year period.

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Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements

6 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements

CONTRACTUAL COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Data Center Agreements

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 provided certain aspects of the Company’s information technology infrastructure. Under the IT Services Agreement, IBM provided a broad range of technology services to the Company including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services. The migration of data center processing to IBM was completed in August 2012. The IT Services Agreement would have expired on June 30, 2022, but a two-year extension was signed in March 2015, amending the expiration date to June 30, 2024. In December 2019, the Company and IBM amended and restated the IT Services Agreement (the “Amended IT Services Agreement”), which now expires on June 30, 2027. The Company has the option of incorporating additional services into the Amended IT Services Agreement over time. The Company may renew the term of the Amended IT Services Agreement for up to one additional 12-month period. On July 28, 2021, the Company entered into a novation agreement with IBM (the “U.S. Novation Agreement”) pursuant to which IBM novated the Amended IT Services Agreement to Kyndryl, Inc., an entity formed in connection with IBM’s spin-off of its managed infrastructure services business (“Kyndryl”), effective September 1, 2021. Fixed minimum commitments remaining under the Amended IT Services Agreement at December 31, 2021 are $169.7 million through fiscal year 2027, the final year of the Amended IT Services Agreement.

In December 2019, the Company and IBM entered into an information technology agreement for private cloud services (the “Private Cloud Agreement”) under which IBM will operate, manage and support the Company’s private cloud global distributed platforms and products, and operate and manage certain Company networks. The Private Cloud Agreement has an initial term of approximately 10 years and three months, expiring on March 31, 2030. As a result of the Private Cloud Agreement, the Company transferred certain of its employees in April 2020 to IBM and its affiliates, and such transferred employees are expected to continue providing services to the Company on behalf of IBM under the Private Cloud Agreement. Pursuant to the Private Cloud Agreement, the Company agreed to transfer the ownership of certain Company-owned hardware (the “Hardware”) located at Company facilities worldwide to IBM. The transfer of the Hardware and Maintenance Contracts to IBM closed on September 30, 2020 for a selling price of $18.0 million. On July 28, 2021, IBM novated the Private Cloud Agreement to Kyndryl, effective September 1, 2021, pursuant to the U.S. Novation Agreement. Fixed minimum commitments remaining under the Private Cloud Agreement at December 31, 2021 are $191.0 million through March 31, 2030, the final year of the contract.

In March 2014, the Company and IBM United Kingdom Limited (“IBM UK”) entered into an Information Technology Services Agreement (the “EU IT Services Agreement”), under which IBM UK provides data center services supporting the Company’s technology outsourcing services for certain clients in Europe and Asia. The EU IT Services Agreement would have expired in October 2023. In December 2019, the Company amended the existing EU IT Services Agreement whereby the Company will migrate from the existing dedicated on-premises solution to a managed Broadridge private cloud environment provided by IBM, as well as extended the term of the EU IT Services Agreement to June 2029 (the “Amended EU IT Services Agreement”). The Company has the right to renew the term of the Amended EU IT Services Agreement for up to one additional 12-month period or one additional 24-month period. On August 19, 2021, the Company entered into a novation agreement with IBM UK pursuant to which IBM UK novated the EU IT Services Agreement to Kyndryl UK Limited, effective September 1, 2021. Fixed minimum commitments remaining under the Amended EU IT Services Agreement at December 31, 2021 are $30.5 million through fiscal year 2029, the final year of the contract.

Cloud Services Resale Agreement

On December 31, 2021, the Company and Presidio Networked Solutions LLC (“Presidio”), a reseller of services of Amazon Web Services, Inc. and its affiliates (collectively, “AWS”), entered into an Order Form and AWS Private Pricing Addendum, dated December 31, 2021 (the “Order Form”), to the Cloud Services Resale Agreement, dated December 15, 2017, as amended (together with the Order Form, the “AWS Cloud Agreement”), whereby Presidio will resell to the Company certain public cloud infrastructure and related services provided by AWS for the operation, management and support of the Company’s cloud global distributed platforms and products. The AWS Cloud Agreement expires on December 31, 2026. Fixed minimums remaining under the AWS Cloud Agreement at December 31, 2021 are $250.0 million through December 31, 2026.

Investments

The Company has an equity method investment that is a variable interest in a variable interest entity, the Company is not the primary beneficiary and therefore does not consolidate the investee. The Company’s potential maximum loss exposure related to its unconsolidated investments in this variable interest entity totaled $33.5 million as of December 31, 2021, which represents the carrying value of the Company's investments.

In addition, as of December 31, 2021, the Company also has a future commitment to fund $1.5 million to one of the Company’s other investees.

Software License Agreements

The Company has incurred the following expenses under software license agreements:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Software License Agreements	$	35.9	$	20.1	$	67.8	$	38.3

Fixed Operating Lease Cost

The Company has incurred the following fixed operating lease costs:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Fixed Operating Lease Cost	$	12.3	$	10.5	$	23.6	$	34.9

Other

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 was not a party to any outstanding derivative financial instruments at December 31, 2021 and June 30, 2021. In March 2021, the Company entered into a derivative instrument designed to mitigate the Company’s exposure to the impact of changes in interest rates on the Fiscal 2021 Senior Notes.

The Company executed a forward treasury lock agreement (“Treasury Lock”), designated as a cash flow hedge, in the aggregate notional amount of $1.0 billion to manage exposure to fluctuations in the benchmark interest rate associated with the Fiscal 2021 Senior Notes, which were used to pay down a portion of the Term Credit Agreement associated with the Itiviti acquisition. Accordingly, changes in the fair value of the Treasury Lock were recorded as part of Other comprehensive income (loss), net each period up to when the Treasury Lock was settled. In May 2021, the Treasury Lock was settled for a pre-tax loss of $11.0 million, after which the final settlement loss will be amortized into Interest expense, net ratably over the ten year term of the Fiscal 2021 Senior Notes. The expected amount of the existing loss that will be amortized into earnings before income taxes within the next twelve months is approximately $1.1 million.

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.

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 Broadridge Business Process Outsourcing, LLC (“BBPO”), an indirect subsidiary, which is a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Although BBPO’s FINRA membership agreement allows it to engage in clearing and the retailing of corporate securities in addition to mutual fund retailing on a wire order basis, BBPO does not clear customer transactions, process any retail business or carry customer accounts. As a registered broker-dealer and member of FINRA, BBPO is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934, as amended, which requires BBPO to maintain a minimum net capital amount. At December 31, 2021, BBPO was in compliance with this net capital requirement.

BBPO, as a “Managing Clearing Member” of the Options Clearing Corporation (the “OCC”), is also subject to OCC Rule 309(b) with respect to the business process outsourcing services that it provides to other OCC “Managed Clearing Member” broker-dealers. OCC Rule 309(b) requires BBPO to maintain a minimum net capital amount. At December 31, 2021, BBPO was in compliance with this net capital requirement.

In addition, Matrix Trust Company, a subsidiary of the Company, is a Colorado State non-depository trust company and National Securities Clearing Corporation trust member, whose primary business is to provide cash agent, custodial and directed trustee services to institutional customers, and investment management services to collective investment trust funds. As a result, Matrix Trust Company is subject to various regulatory capital requirements administered by the Colorado Division of Banking and the Arizona Department of Financial Institutions, as well as the National Securities Clearing Corporation. Specific capital requirements that involve quantitative measures of assets, liabilities, and certain off-balance sheet items, when applicable, must be met. At December 31, 2021, Matrix Trust Company was in compliance with its capital requirements.

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Changes in Accumulated Other Comprehensive Income/(Loss) by Component

6 Months Ended

Dec. 31, 2021

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income/(Loss) by Component

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) BY COMPONENT

The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income/(loss) for the three and six months ended December 31, 2021, and 2020, respectively:

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at September 30, 2021	$	(37.9)	$	(14.9)	$	(8.1)	$	(60.9)
Other comprehensive income/(loss) before reclassifications	(31.8)		—		—		(31.8)
Amounts reclassified from accumulated other comprehensive income/(loss)	—		0.5		0.2		0.7
Balances at December 31, 2021	$	(69.7)	$	(14.4)	$	(7.8)	$	(91.9)

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at June 30, 2021	$	32.9	$	(15.4)	$	(8.2)	$	9.2
Other comprehensive income/(loss) before reclassifications	(102.6)		—		—		(102.6)
Amounts reclassified from accumulated other comprehensive income/(loss)	—		1.0		0.4		1.4
Balances at December 31, 2021	$	(69.7)	$	(14.4)	$	(7.8)	$	(91.9)

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at September 30, 2020	$	(47.7)	$	(15.1)	$	—	$	(62.9)
Other comprehensive income/(loss) before reclassifications	5.2		—		—		5.2
Amounts reclassified from accumulated other comprehensive income/(loss)	—		0.6		—		0.6
Balances at December 31, 2020	$	(42.6)	$	(14.5)	$	—	$	(57.1)

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at June 30, 2020	$	(84.7)	$	(15.7)	$	—	$	(100.4)
Other comprehensive income/(loss) before reclassifications	42.1		—		—		42.1
Amounts reclassified from accumulated other comprehensive income/(loss)	—		1.2		—		1.2
Balances at December 31, 2020	$	(42.6)	$	(14.5)	$	—	$	(57.1)

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Interim Financial Data by Segment

6 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Interim Financial Data by Segment

INTERIM FINANCIAL DATA BY SEGMENT

The Company operates in two reportable segments: Investor Communication Solutions and Global Technology and Operations. See Note 1, “Basis of Presentation” for a further description of the Company’s reportable segments.

The primary components of “Other” are certain gains, losses, corporate overhead expenses and non-operating expenses that have not been allocated to the reportable segments, such as interest expense. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and the constant foreign currency exchange rates used for internal management reporting.

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 operating and non-operating expense items in Other rather than reflect such items in segment profit.

Segment results:

	Revenues
	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions	$	893.3	$	776.0	$	1,746.8	$	1,521.5
Global Technology and Operations	370.6		285.3		711.2		565.7
Foreign currency exchange	(4.3)		(6.4)		(5.5)		(14.9)
Total	$	1,259.6	$	1,054.9	$	2,452.5	$	2,072.3

	Earnings (Loss) before Income Taxes
	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions	$	58.8	$	40.9	$	141.2	$	93.3
Global Technology and Operations	34.4		48.6		53.1		118.5
Other	(39.7)		(17.3)		(61.2)		(63.2)
Foreign currency exchange	(1.7)		(2.9)		(3.1)		(5.7)
Total	$	51.9	$	69.4	$	130.1	$	143.0

The amount of amortization of acquired intangibles and purchased intellectual property by segment is as follows:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions	$	16.2	$	22.2	$	37.1	$	44.5
Global Technology and Operations	47.6		10.7		96.0		21.4
Other	—		0.4		—		0.7
Foreign currency exchange	(1.3)		(0.7)		(1.9)		(1.7)
Total	$	62.5	$	32.6	$	131.2	$	64.9

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Basis of Presentation (Policies)

6 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Segments

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

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

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

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

In addition, Broadridge provides public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services and shareholder data services. Broadridge also offers financial reporting document composition and management solutions, SEC disclosure and filing services, and registrar, stock transfer and record-keeping services through Broadridge Corporate Issuer Solutions.

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

•Global Technology and Operations — Broadridge is a leading global provider of business solutions for capital markets, and wealth and investment management firms. Broadridge offers advanced solutions that automate firms’ transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, margin, cash management, clearance and settlement, asset servicing, reference data management, reconciliations, securities financing and collateral optimization, compliance and regulatory reporting, and portfolio accounting and custody-related services. In addition, Broadridge provides business process outsourcing services that support the entire trade lifecycle operations of its buy- and sell-side clients’ businesses through a combination of its technology and operations expertise.

For capital markets firms, Broadridge helps its clients lower their costs and improve the effectiveness of their businesses across the front, middle and back office. Broadridge’s core post-trade services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management and manage risk, thereby enabling them to focus on their core business activities. Provided on a software as a service (“SaaS”) basis within large user communities, Broadridge’s technology is a global solution, processing clearance and settlement in over 100 countries. Broadridge’s multi-asset, multi-market, multi-entity and multi-currency solutions support real-time global trade processing of equity, fixed income, mutual fund, foreign exchange, and exchange-traded derivatives. With the recent acquisition of Itiviti Holding AB (“Itiviti”), Broadridge has strengthened its capabilities with a set of front-office trade order and execution management solutions, connectivity and network offerings which will integrate with its existing middle and back-office solutions.

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

Broadridge also offers buy-side technology solutions for the global investment management industry, including portfolio management, compliance and operational workflow solutions for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space.

Consolidation and Basis of Presentation

Consolidation and Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and in accordance with SEC requirements for Quarterly Reports on Form 10-Q. These financial statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities. Intercompany balances and transactions have been eliminated.

Securities

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

Use of Estimates

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

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU No. 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements under GAAP for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU No. 2018-15 became effective for the Company beginning in the first quarter of fiscal year 2021. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance, for which the Company elected to adopt ASU No. 2018-15 on a prospective basis. The adoption of ASU No. 2018-15 did not have a material impact on the Company's Condensed Consolidated Financial Statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses” (“ASU No. 2016-13”), which prescribes an impairment model for most financial instruments based on expected losses rather than incurred losses. Under this model, an estimate of expected credit losses over the contractual life of the instrument is to be recorded as of the end of a reporting period as an allowance to offset the amortized cost basis, resulting in a net presentation of the amount expected to be collected on the financial instrument. The expected credit loss model incorporates historical collection experience and other factors, including those related to current market conditions and events. The Company monitors trade receivable balances and other related assets, and estimates the allowance for lifetime expected credit losses. ASU No. 2016-13 became effective for the Company in the first quarter of fiscal year 2021. For most instruments, entities must apply the standard using a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The adoption of ASU No. 2016-13 did not have a material impact on the Company's Condensed Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

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

Revenue Recognition

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

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

•Investor Communication Solutions—Revenues are generated primarily from processing and distributing investor communications and other related services as well as vote processing and tabulation. The Company typically enters into agreements with clients to provide services on a fee for service basis. Fees received for processing and distributing investor communications are generally variably priced and recognized as revenue over time as the Company provides the services to clients based on the number of units processed, which coincides with the pattern of value transfer to the client. Broadridge works directly with corporate issuers (“Issuers”) and mutual funds to ensure that the account holders of the Company’s bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications materials and the services are fulfilled in accordance with each Issuer’s and mutual fund’s requirements. Broadridge works directly with the Issuers and mutual funds to resolve any issues that may arise. As such, Issuers and mutual funds are viewed as the customer of the Company’s services. As a result, revenues for distribution services as well as proxy materials fulfillment services are recorded in Revenue on a gross basis with corresponding costs including amounts remitted to the broker-dealers and banks (referred to as “Nominees”)

recorded in Cost of revenues. Fees for the Company’s investor communications services arrangements are typically billed and paid on a monthly basis following the delivery of the services. The Company also offers certain hosted service arrangements that can be priced on a fixed and/or variable basis for which revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client on a monthly basis based on the number of transactions processed or units delivered, in the case of variable priced arrangements, or a fixed monthly fee in the case of fixed price arrangements, in each case which coincides with the pattern of value transfer to the client. These services may be billed in a variety of payment frequencies depending on the specific arrangement.

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

Acquisitions

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

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Revenue Recognition (Tables)

6 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions
Regulatory	$	166.4	$	144.7	$	331.8	$	279.5
Data-driven fund solutions	88.8		86.1		172.1		165.1
Issuer	23.7		20.8		44.2		38.5
Customer communications	148.2		135.8		289.1		273.4
Total ICS Recurring fee revenues	427.1		387.3		837.3		756.5
Equity and other	24.6		20.6		52.2		38.7
Mutual funds	40.1		24.3		88.9		51.4
Total ICS Event-driven fee revenues	64.7		44.9		141.1		90.0
Distribution revenues	401.5		343.8		768.4		675.0
Total ICS Revenues	$	893.3	$	776.0	$	1,746.8	$	1,521.5
Global Technology and Operations
Capital markets	$	224.1	$	158.4	$	433.5	$	314.7
Wealth and investment management	146.4		126.9		277.7		251.0
Total GTO Recurring fee revenues	370.6		285.3		711.2		565.7
Foreign currency exchange	(4.3)		(6.4)		(5.5)		(14.9)
Total Revenues	$	1,259.6	$	1,054.9	$	2,452.5	$	2,072.3
Revenues by Type
Recurring fee revenues	$	797.6	$	672.6	$	1,548.5	$	1,322.2
Event-driven fee revenues	64.7		44.9		141.1		90.0
Distribution revenues	401.5		343.8		768.4		675.0
Foreign currency exchange	(4.3)		(6.4)		(5.5)		(14.9)
Total Revenues	$	1,259.6	$	1,054.9	$	2,452.5	$	2,072.3

Contract Assets and Liabilities

The following table provides information about contract assets and liabilities:

	December 31, 2021		June 30, 2021
	(in millions)
Contract assets	$	96.7	$	89.8
Contract liabilities	$	409.3	$	382.5

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Weighted-Average Shares Outstanding (Tables)

6 Months Ended

Dec. 31, 2021

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:

	Three Months Ended   December 31,		Six Months Ended   December 31,
	2021	2020	2021	2020
	(in millions)
Weighted-average shares outstanding:
Basic	116.6	115.7	116.4	115.5
Common stock equivalents	2.0	2.1	2.1	2.1
Diluted	118.7	117.8	118.5	117.6

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Interest Expense, Net (Tables)

6 Months Ended

Dec. 31, 2021

Other Income and Expenses [Abstract]

Schedule of Interest Expense, Net

Interest expense, net consisted of the following:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Interest expense on borrowings	$	(22.8)	$	(12.1)	$	(45.8)	$	(27.2)
Interest income	1.5		1.0		1.8		1.6
Interest expense, net	$	(21.4)	$	(11.1)	$	(44.0)	$	(25.6)

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Acquisitions (Tables)

6 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Combination, Financial Information on Transaction

Financial information on each transaction is as follows:

	Itiviti		Advisor-Stream		Total
	(in millions)
Cash payments, net of cash acquired	$	2,580.4	$	23.2	$	2,603.6
Deferred payments, net	—		2.9		2.9
Contingent consideration liability	—		8.5		8.5
Aggregate purchase price	$	2,580.4	$	34.5	$	2,615.0
Net tangible assets acquired / (liabilities assumed)	$	(246.5)	$	(3.3)	$	(249.8)
Goodwill	1,945.7		27.3		1,973.0
Intangible assets	881.3		10.5		891.8
Aggregate purchase price	$	2,580.4	$	34.5	$	2,615.0

Schedule of Allocation of Purchase Price

The following summarizes the allocation of purchase price for the Itiviti acquisition (in millions):

	Itiviti
Accounts receivable	$	39.6
Other current assets	14.1
Property, plant and equipment	9.4
Intangible assets	881.3
Goodwill	1,945.7
Other non-current assets	28.7
Payables and accrued expenses	(45.9)
Current contract liabilities	(58.8)
Deferred taxes	(199.6)
Other long term liabilities	(34.0)
Consideration paid, net of cash acquired	$	2,580.4

Schedule of Business Acquisition, Pro Forma Information

This unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had actually occurred on July 1, 2019, nor of the results of operations that may be obtained in the future.

	Years ended June 30,
	2021		2020
	(in millions)
Revenues	$	5,221.7	$	4,723.4
Net earnings	$	514.9	$	367.5
Basic earnings per share	$	4.45	$	3.21
Diluted earnings per share	$	4.37	$	3.14

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Fair Value of Financial Instruments (Tables)

6 Months Ended

Dec. 31, 2021

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, 2021 and June 30, 2021, respectively, that are recorded at fair value, segregated by level within the fair value hierarchy:

	December 31, 2021
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash and cash equivalents:
Money market funds (a)	$	—	$	—	$	—	$	—
Other current assets:
Securities	0.7		—		—		0.7
Other non-current assets:
Securities	132.9		—		—		132.9
Total assets as of December 31, 2021	$	133.6	$	—	$	—	$	133.6
Liabilities:
Contingent consideration obligations	—		—		18.8		18.8
Total liabilities as of December 31, 2021	$	—	$	—	$	18.8	$	18.8

	June 30, 2021
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash and cash equivalents:
Money market funds (a)	$	—	$	—	$	—	$	—
Other current assets:
Securities	0.7		—		—		0.7
Other non-current assets:
Securities	120.6		—		—		120.6
Total assets as of June 30, 2021	$	121.2	$	—	$	—	$	121.2
Liabilities:
Contingent consideration obligations	—		—		23.2		23.2
Total liabilities as of June 30, 2021	$	—	$	—	$	23.2	$	23.2

_________

(a)Money market funds include money market deposit account balances of less than $0.1 million as of December 31, 2021 and June 30, 2021, respectively.

Schedule of Changes in Level 3 Financial Liabilities

The following table sets forth an analysis of changes during the three and six months ended December 31, 2021 and 2020, respectively, in Level 3 financial liabilities of the Company:

	Three Months Ended December 31,				Six Months Ended December 31,
	2021		2020		2021		2020
	(in millions)
Beginning balance	$	19.0	$	23.7	$	23.2	$	33.1
Net increase in contingent consideration liability	—		—		1.1		—
Foreign currency impact on contingent consideration liability	(0.2)		—		(0.6)		1.4
Payments	—		(6.0)		(4.9)		(16.7)
Ending balance	$	18.8	$	17.8	$	18.8	$	17.8

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Other Non-Current Assets (Tables)

6 Months Ended

Dec. 31, 2021

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, 2021		June 30, 2021
	(in millions)
ROU assets (a)	$	244.4	$	262.0
Long-term investments	215.0		194.0
Deferred sales commissions costs	105.8		108.6
Contract assets (b)	96.7		89.8
Long-term broker fees	43.2		48.7
Deferred data center costs (c)	21.1		24.3
Other	41.8		35.0
Total	$	768.1	$	762.5

_________

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

(b) Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts.

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

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Payables and Accrued Expenses (Tables)

6 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Payables and accrued expenses consisted of the following:

	December 31, 2021		June 30, 2021
	(in millions)
Accounts payable	$	192.2	$	248.9
Employee compensation and benefits	236.8		343.7
Accrued broker fees	80.5		136.0
Accrued dividend payable	74.7		66.8
Business process outsourcing administration fees	74.1		66.1
Customer deposits	64.1		55.5
Operating lease liabilities	40.5		40.2
Accrued taxes	35.8		42.6
Other	79.9		102.9
Total	$	878.6	$	1,102.7

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Borrowings (Tables)

6 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Outstanding Borrowings

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

	Expiration Date	Principal amount outstanding at December 31, 2021		Carrying value at December 31, 2021		Carrying value at June 30, 2021		Unused Available Capacity		Fair Value at December 31, 2021
				(in millions)
Long-term debt
Fiscal 2021 Revolving Credit Facility:
U.S. dollar tranche	April 2026	$	305.0	$	305.0	$	20.0	$	795.0	$	305.0
Multicurrency tranche	April 2026	76.0		76.0		94.4		324.0		76.0
Total Revolving Credit Facility		381.0		381.0		114.4		1,119.0		381.0
Fiscal 2021 Term Loans	May 2024	1,550.0		1,544.6		1,543.4		—		1,550.0
Fiscal 2016 Senior Notes	June 2026	500.0		497.0		496.7		—		534.2
Fiscal 2020 Senior Notes	December 2029	750.0		743.0		742.5		—		775.6
Fiscal 2021 Senior Notes	May 2031	1,000.0		991.1		990.6		—		1,007.9
Total Senior Notes		2,250.0		2,231.1		2,229.8		—		2,317.7
Total debt		$	4,181.0	$	4,156.6	$	3,887.6	$	1,119.0	$	4,248.7

Schedule of Future Principal Payments on Outstanding Debt

Future principal payments on the Company’s outstanding debt are as follows:

Years ending June 30,	2022		2023		2024		2025		2026		Thereafter		Total
(in millions)	$	—	$	—	$	1,550.0	$	—	$	881.0	$	1,750.0	$	4,181.0

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Other Non-Current Liabilities (Tables)

6 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Other Noncurrent Liabilities

Other non-current liabilities consisted of the following:

	December 31, 2021		June 30, 2021
	(in millions)
Operating lease liabilities	$	248.8	$	263.1
Post-employment retirement obligations	178.8		162.8
Non-current income taxes	49.1		48.2
Acquisition related contingencies	15.9		15.1
Other	31.7		48.0
Total	$	524.2	$	537.2

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Stock-Based Compensation (Tables)

6 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of Incentive Awards

The activity related to the Company’s incentive equity awards for the three months ended December 31, 2021 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 September 30, 2021	3,022,516	$	90.32	798,376	$	120.31	223,849	$	131.34
Granted	22,038	173.00		288,678	161.45		100,862	158.28
Exercise of stock options (a)	(410,031)	77.70		—	—		—	—
Vesting of restricted stock units	—	—		(39,756)	99.96		—	—
Expired/forfeited	(23,161)	101.09		(19,142)	139.85		(3,441)	131.63
Balances at December 31, 2021 (b),(c)	2,611,362	$	92.91	1,028,156	$	132.28	321,270	$	139.80

(a)Stock options exercised during the period of October 1, 2021 through December 31, 2021 had an aggregate intrinsic value of $38.0 million.

(b)As of December 31, 2021, the Company’s outstanding vested and currently exercisable stock options using the December 31, 2021 closing stock price of $182.82 (approximately 1.2 million shares) had an aggregate intrinsic value of $135.1 million with a weighted-average exercise price of $70.72 and a weighted-average remaining contractual life of 4.7 years. The total of all stock options outstanding as of December 31, 2021 have a weighted-average remaining contractual life of 6.1 years.

(c)As of December 31, 2021, time-based restricted stock units and performance-based restricted stock units expected to vest using the December 31, 2021 closing stock price of $182.82 (approximately 1.0 million and 0.3 million shares, respectively) had an aggregate intrinsic value of $178.1 million and $55.6 million, respectively. Performance-based restricted stock units granted in the table above represent initial target awards, and performance adjustments for (i) change in shares issued based upon attainment of performance goals determined in the period, and (ii) estimated change in shares issued resulting from attainment of performance goals to be determined at the end of the prospective performance period.

The activity related to the Company’s incentive equity awards for the six months ended December 31, 2021 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 June 30, 2021	3,203,682	$	88.33	761,337	$	117.07	247,580	$	126.29
Granted	22,038	173.00		337,845	163.02		100,862	158.28
Exercise of stock options (a)	(579,823)	69.99		—	—		—	—
Vesting of restricted stock units	—	—		(39,756)	99.96		—	—
Expired/forfeited	(34,535)	104.51		(31,270)	135.11		(27,172)	85.30
Balances at December 31, 2021	2,611,362	$	92.91	1,028,156	$	132.28	321,270	$	139.80

(a)Stock options exercised during the period of July 1, 2021 through December 31, 2021 had an aggregate intrinsic value of $58.3 million.

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Income Taxes (Tables)

6 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Provision for Income Taxes

	Three Months Ended   December 31,						Six Months Ended   December 31,
	2021			2020			2021			2020
	(in millions)
Provision for income taxes	$	4.7		$	13.1		$	15.7		$	20.9
Effective tax rate	9.1		%	18.9		%	12.1		%	14.6		%
Excess tax benefits	$	7.1		$	3.6		$	11.5		$	12.8

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Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements (Tables)

6 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Summary of Software License Agreements

The Company has incurred the following expenses under software license agreements:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Software License Agreements	$	35.9	$	20.1	$	67.8	$	38.3

Fixed Operating Lease Cost

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Fixed Operating Lease Cost	$	12.3	$	10.5	$	23.6	$	34.9

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Changes in Accumulated Other Comprehensive Income/(Loss) by Component (Tables)

6 Months Ended

Dec. 31, 2021

Equity [Abstract]

Summary of Changes in Accumulated Balances for Each Component of Accumulated Other Comprehensive Income/(Loss)

The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income/(loss) for the three and six months ended December 31, 2021, and 2020, respectively:

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at September 30, 2021	$	(37.9)	$	(14.9)	$	(8.1)	$	(60.9)
Other comprehensive income/(loss) before reclassifications	(31.8)		—		—		(31.8)
Amounts reclassified from accumulated other comprehensive income/(loss)	—		0.5		0.2		0.7
Balances at December 31, 2021	$	(69.7)	$	(14.4)	$	(7.8)	$	(91.9)

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at June 30, 2021	$	32.9	$	(15.4)	$	(8.2)	$	9.2
Other comprehensive income/(loss) before reclassifications	(102.6)		—		—		(102.6)
Amounts reclassified from accumulated other comprehensive income/(loss)	—		1.0		0.4		1.4
Balances at December 31, 2021	$	(69.7)	$	(14.4)	$	(7.8)	$	(91.9)

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at September 30, 2020	$	(47.7)	$	(15.1)	$	—	$	(62.9)
Other comprehensive income/(loss) before reclassifications	5.2		—		—		5.2
Amounts reclassified from accumulated other comprehensive income/(loss)	—		0.6		—		0.6
Balances at December 31, 2020	$	(42.6)	$	(14.5)	$	—	$	(57.1)

	Foreign Currency Translation		Pension and Post- Retirement Liabilities		Cash Flow Hedge		Total
	(in millions)
Balances at June 30, 2020	$	(84.7)	$	(15.7)	$	—	$	(100.4)
Other comprehensive income/(loss) before reclassifications	42.1		—		—		42.1
Amounts reclassified from accumulated other comprehensive income/(loss)	—		1.2		—		1.2
Balances at December 31, 2020	$	(42.6)	$	(14.5)	$	—	$	(57.1)

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Interim Financial Data by Segment (Tables)

6 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment Results

Segment results:

	Revenues
	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions	$	893.3	$	776.0	$	1,746.8	$	1,521.5
Global Technology and Operations	370.6		285.3		711.2		565.7
Foreign currency exchange	(4.3)		(6.4)		(5.5)		(14.9)
Total	$	1,259.6	$	1,054.9	$	2,452.5	$	2,072.3

	Earnings (Loss) before Income Taxes
	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions	$	58.8	$	40.9	$	141.2	$	93.3
Global Technology and Operations	34.4		48.6		53.1		118.5
Other	(39.7)		(17.3)		(61.2)		(63.2)
Foreign currency exchange	(1.7)		(2.9)		(3.1)		(5.7)
Total	$	51.9	$	69.4	$	130.1	$	143.0

Amortization of Acquired Intangibles and Purchased Intellectual Property by Segment

The amount of amortization of acquired intangibles and purchased intellectual property by segment is as follows:

	Three Months Ended   December 31,				Six Months Ended   December 31,
	2021		2020		2021		2020
	(in millions)
Investor Communication Solutions	$	16.2	$	22.2	$	37.1	$	44.5
Global Technology and Operations	47.6		10.7		96.0		21.4
Other	—		0.4		—		0.7
Foreign currency exchange	(1.3)		(0.7)		(1.9)		(1.7)
Total	$	62.5	$	32.6	$	131.2	$	64.9

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Basis of Presentation - Additional Information (Details)	6 Months Ended
	Dec. 31, 2021 country Segment
Accounting Policies [Abstract]
Number of reportable segments | Segment	2
Number of countries | country	100

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Revenue Recognition - Additional Information (Details) $ in Millions	6 Months Ended
	Dec. 31, 2021 USD ($) Segment
Revenue from Contract with Customer [Abstract]
Number of reportable segments | Segment	2
Amount of revenue recognized | $	$ 174.4

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Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenues	$ 1,259.6	$ 1,054.9	$ 2,452.5	$ 2,072.3
Distribution revenues
Disaggregation of Revenue [Line Items]
Revenues	401.5	343.8	768.4	675.0
Foreign currency exchange
Disaggregation of Revenue [Line Items]
Revenues	(4.3)	(6.4)	(5.5)	(14.9)
Recurring fee revenues
Disaggregation of Revenue [Line Items]
Revenues	797.6	672.6	1,548.5	1,322.2
Event-driven fee revenues
Disaggregation of Revenue [Line Items]
Revenues	64.7	44.9	141.1	90.0
Investor Communication Solutions
Disaggregation of Revenue [Line Items]
Revenues	893.3	776.0	1,746.8	1,521.5
Investor Communication Solutions | Regulatory
Disaggregation of Revenue [Line Items]
Revenues	166.4	144.7	331.8	279.5
Investor Communication Solutions | Data-driven fund solutions
Disaggregation of Revenue [Line Items]
Revenues	88.8	86.1	172.1	165.1
Investor Communication Solutions | Issuer
Disaggregation of Revenue [Line Items]
Revenues	23.7	20.8	44.2	38.5
Investor Communication Solutions | Customer communications
Disaggregation of Revenue [Line Items]
Revenues	148.2	135.8	289.1	273.4
Investor Communication Solutions | Total ICS Recurring fee revenues
Disaggregation of Revenue [Line Items]
Revenues	427.1	387.3	837.3	756.5
Investor Communication Solutions | Equity and other
Disaggregation of Revenue [Line Items]
Revenues	24.6	20.6	52.2	38.7
Investor Communication Solutions | Mutual funds
Disaggregation of Revenue [Line Items]
Revenues	40.1	24.3	88.9	51.4
Investor Communication Solutions | Total ICS Event-driven fee revenues
Disaggregation of Revenue [Line Items]
Revenues	64.7	44.9	141.1	90.0
Investor Communication Solutions | Distribution revenues
Disaggregation of Revenue [Line Items]
Revenues	401.5	343.8	768.4	675.0
Global Technology and Operations
Disaggregation of Revenue [Line Items]
Revenues	1,259.6	1,054.9	2,452.5	2,072.3
Global Technology and Operations | Capital markets
Disaggregation of Revenue [Line Items]
Revenues	224.1	158.4	433.5	314.7
Global Technology and Operations | Wealth and investment management
Disaggregation of Revenue [Line Items]
Revenues	146.4	126.9	277.7	251.0
Global Technology and Operations | Total GTO Recurring fee revenues
Disaggregation of Revenue [Line Items]
Revenues	$ 370.6	$ 285.3	$ 711.2	$ 565.7

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Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Jun. 30, 2021
Revenue from Contract with Customer [Abstract]
Contract assets	$ 96.7	$ 89.8
Contract liabilities	$ 409.3	$ 382.5

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Weighted-Average Shares Outstanding - Additional Information (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-diluted options related to the purchase of common stock, less than (in shares)	0.1	0.1	0.1	0.1

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Weighted-Average Shares Outstanding - Denominators of Basic and Diluted EPS Computations (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Weighted-average shares outstanding:
Basic (in shares)	116.6	115.7	116.4	115.5
Common stock equivalents (in shares)	2.0	2.1	2.1	2.1
Diluted (in shares)	118.7	117.8	118.5	117.6

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Interest Expense, Net - Components of Interest Expense, Net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Other Income and Expenses [Abstract]
Interest expense on borrowings	$ (22.8)	$ (12.1)	$ (45.8)	$ (27.2)
Interest income	1.5	1.0	1.8	1.6
Interest expense, net	$ (21.4)	$ (11.1)	$ (44.0)	$ (25.6)

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Acquisitions - Schedule of Business Combination, Financial Information on Transaction (Details) - USD ($) $ in Millions	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Business Acquisition [Line Items]
Cash payments, net of cash acquired	$ 13.3	$ 0.0
Goodwill	3,663.8		$ 3,720.1
Itiviti
Business Acquisition [Line Items]
Cash payments, net of cash acquired	2,580.4
Deferred payments, net	0.0
Contingent consideration liability	0.0
Aggregate purchase price	2,580.4
Net tangible assets acquired / (liabilities assumed)	(246.5)
Goodwill	1,945.7
Intangible assets	881.3
Advisor-Stream
Business Acquisition [Line Items]
Cash payments, net of cash acquired	23.2
Deferred payments, net	2.9
Contingent consideration liability	8.5
Aggregate purchase price	34.5
Net tangible assets acquired / (liabilities assumed)	(3.3)
Goodwill	27.3
Intangible assets	10.5
Total
Business Acquisition [Line Items]
Cash payments, net of cash acquired	2,603.6
Deferred payments, net	2.9
Contingent consideration liability	8.5
Aggregate purchase price	2,615.0
Net tangible assets acquired / (liabilities assumed)	(249.8)
Goodwill	1,973.0
Intangible assets	$ 891.8

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Acquisitions - Additional Information (Details)	1 Months Ended
	Jun. 30, 2021	May 31, 2021
Itiviti | Customer Relationships
Business Acquisition [Line Items]
Useful life of intangible assets acquired		7 years
Itiviti | Software Technology
Business Acquisition [Line Items]
Useful life of intangible assets acquired		5 years
Advisor-Stream | Customer Relationships
Business Acquisition [Line Items]
Useful life of intangible assets acquired	5 years
Advisor-Stream | Software Technology
Business Acquisition [Line Items]
Useful life of intangible assets acquired	5 years

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Acquisitions - Schedule of Allocation of Purchase Price (Details) - USD ($) $ in Millions	Dec. 31, 2021	Jun. 30, 2021
Business Acquisition [Line Items]
Goodwill	$ 3,663.8	$ 3,720.1
Itiviti
Business Acquisition [Line Items]
Accounts receivable	39.6
Other current assets	14.1
Property, plant and equipment	9.4
Intangible assets	881.3
Goodwill	1,945.7
Other non-current assets	28.7
Payables and accrued expenses	(45.9)
Current contract liabilities	(58.8)
Deferred taxes	(199.6)
Other long term liabilities	(34.0)
Consideration paid, net of cash acquired	$ 2,580.4

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Acquisitions - Schedule of Business Acquisition, Pro Forma Information (Details) - Itiviti - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Revenues	$ 5,221.7	$ 4,723.4
Net earnings	$ 514.9	$ 367.5
Basic earnings per share (in dollars per share)	$ 4.45	$ 3.21
Diluted earnings per share (in dollars per share)	$ 4.37	$ 3.14

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Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions	Dec. 31, 2021	Jun. 30, 2021
Cash and cash equivalents:
Money market funds	$ 0.0	$ 0.0
Other current assets:
Securities	0.7	0.7
Other non-current assets:
Securities	132.9	120.6
Total assets as of period end	133.6	121.2
Liabilities:
Contingent consideration obligations	18.8	23.2
Total liabilities as of period end	18.8	23.2
Level 1
Cash and cash equivalents:
Money market funds	0.0	0.0
Other current assets:
Securities	0.7	0.7
Other non-current assets:
Securities	132.9	120.6
Total assets as of period end	133.6	121.2
Liabilities:
Contingent consideration obligations	0.0	0.0
Total liabilities as of period end	0.0	0.0
Level 2
Cash and cash equivalents:
Money market funds	0.0	0.0
Other current assets:
Securities	0.0	0.0
Other non-current assets:
Securities	0.0	0.0
Total assets as of period end	0.0	0.0
Liabilities:
Contingent consideration obligations	0.0	0.0
Total liabilities as of period end	0.0	0.0
Level 3
Cash and cash equivalents:
Money market funds	0.0	0.0
Other current assets:
Securities	0.0	0.0
Other non-current assets:
Securities	0.0	0.0
Total assets as of period end	0.0	0.0
Liabilities:
Contingent consideration obligations	18.8	23.2
Total liabilities as of period end	18.8	23.2
Money Market Deposit Accounts
Cash and cash equivalents:
Money market funds	$ 0.1	$ 0.1

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Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2021	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Non-marketable securities	$ 46.0	$ 37.5

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Fair Value of Financial Instruments - Schedule of Changes in Level 3 Financial Liabilities (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 19.0	$ 23.7	$ 23.2	$ 33.1
Net increase in contingent consideration liability	0.0	0.0	1.1	0.0
Foreign currency impact on contingent consideration liability	(0.2)	0.0	(0.6)	1.4
Payments	0.0	(6.0)	(4.9)	(16.7)
Ending balance	$ 18.8	$ 17.8	$ 18.8	$ 17.8

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Other Non-Current Assets - Schedule of Other Non-Current Assets (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
ROU assets	$ 244.4		$ 244.4		$ 262.0
Long-term investments	215.0		215.0		194.0
Deferred sales commissions costs	105.8		105.8		108.6
Contract assets	96.7		96.7		89.8
Long-term broker fees	43.2		43.2		48.7
Deferred data center costs	21.1		21.1		24.3
Other	41.8		41.8		35.0
Total	768.1		768.1		$ 762.5
Amortization of deferred sales commissions and set-up costs	$ 27.3	$ 21.0	$ 50.6	$ 39.7

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Payables and Accrued Expenses - Components of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Jun. 30, 2021
Payables and Accruals [Abstract]
Accounts payable	$ 192.2	$ 248.9
Employee compensation and benefits	236.8	343.7
Accrued broker fees	80.5	136.0
Accrued dividend payable	74.7	66.8
Business process outsourcing administration fees	74.1	66.1
Customer deposits	64.1	55.5
Operating lease liabilities	40.5	40.2
Accrued taxes	35.8	42.6
Other	79.9	102.9
Total	$ 878.6	$ 1,102.7
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Payables and accrued expenses	Payables and accrued expenses

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Borrowings - Schedule of Outstanding Borrowings (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	May 31, 2021	Mar. 31, 2021	Dec. 31, 2019	Jun. 30, 2016
Debt Instrument [Line Items]
Principal amount	$ 4,181,000,000
Long-term debt	4,156,600,000	$ 3,887,600,000
Unused Available Capacity	1,119,000,000
Total debt	4,156,600,000	3,887,600,000
Long-term debt
Debt Instrument [Line Items]
Fair value	4,248,700,000
Senior Notes
Debt Instrument [Line Items]
Principal amount	2,250,000,000
Long-term debt	2,231,100,000	2,229,800,000
Fair value	2,317,700,000
Fiscal 2021 Revolving Credit Facility U.S. Dollar Tranche | Revolving Credit Facility
Debt Instrument [Line Items]
Principal amount	305,000,000.0
Long-term debt	305,000,000.0	20,000,000.0
Unused Available Capacity	795,000,000.0
Fair value	305,000,000.0
Fiscal 2021 Revolving Credit Facility Multicurrency Tranche | Revolving Credit Facility
Debt Instrument [Line Items]
Principal amount	76,000,000.0
Long-term debt	76,000,000.0	94,400,000
Unused Available Capacity	324,000,000.0
Fair value	76,000,000.0
Fiscal 2021 Revolving Credit Facility: | Revolving Credit Facility
Debt Instrument [Line Items]
Principal amount	381,000,000.0
Long-term debt	381,000,000.0	114,400,000
Unused Available Capacity	1,119,000,000
Fair value	381,000,000.0
Fiscal 2021 Term Loans | Term Loans
Debt Instrument [Line Items]
Principal amount	1,550,000,000			$ 2,550,000,000
Long-term debt	1,544,600,000	1,543,400,000
Fair value	1,550,000,000
Fiscal 2016 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Principal amount	500,000,000.0					$ 500,000,000
Long-term debt	497,000,000.0	496,700,000
Fiscal 2016 Senior Notes | Senior Notes | Long-term debt
Debt Instrument [Line Items]
Fair value	534,200,000	549,000,000
Fiscal 2020 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Principal amount	750,000,000.0				$ 750,000,000
Long-term debt	743,000,000.0	742,500,000
Fair value	775,600,000	791,300,000
Fiscal 2021 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Principal amount	1,000,000,000		$ 1,000,000,000
Long-term debt	991,100,000	990,600,000
Fiscal 2021 Senior Notes | Senior Notes | Long-term debt
Debt Instrument [Line Items]
Fair value	$ 1,007,900,000	$ 1,020,000,000.00

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Borrowings - Future Principal Payments on the Company’s Outstanding Debt (Details) $ in Millions	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 0.0
2023	0.0
2024	1,550.0
2025	0.0
2026	881.0
Thereafter	1,750.0
Total	$ 4,181.0

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Borrowings - Additional Information (Details) - USD ($)	1 Months Ended						3 Months Ended		6 Months Ended
	May 31, 2021	Apr. 30, 2021	Mar. 31, 2021	Dec. 31, 2019	Mar. 31, 2019	Jun. 30, 2016	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Debt Instrument [Line Items]
Principal amount							$ 4,181,000,000		$ 4,181,000,000
Outstanding amount of line of credit							0		0		$ 0
Long-term debt
Debt Instrument [Line Items]
Fair value, senior notes							4,248,700,000		4,248,700,000
Senior Notes
Debt Instrument [Line Items]
Principal amount							2,250,000,000		2,250,000,000
Fair value, senior notes							2,317,700,000		$ 2,317,700,000
Fiscal 2021 Revolving Credit Facility: | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 1,500,000,000
Debt instrument, term		5 years
Annual facility fee (as basis points)									0.11%
Annual facility fee, step up (as basis points)									2000.00%
Annual facility fee, step down (as basis points)									700.00%
Principal amount							381,000,000.0		$ 381,000,000.0
Fair value, senior notes							$ 381,000,000.0		$ 381,000,000.0
Fiscal 2021 Revolving Credit Facility: | Revolving Credit Facility | LIBOR, CDOR, EURIBOR, TIBOR And STIBOR
Debt Instrument [Line Items]
Basis spread on variable rate									1.015%
Fiscal 2021 Revolving Credit Facility: | Revolving Credit Facility | LIBOR, CDOR, EURIBOR, TIBOR and STIBOR. Step Up
Debt Instrument [Line Items]
Basis spread on variable rate									1.175%
Fiscal 2021 Revolving Credit Facility: | Revolving Credit Facility | LIBOR, CDOR, EURIBOR, TIBOR And STIBOR. Step Down
Debt Instrument [Line Items]
Basis spread on variable rate									0.805%
Fiscal 2021 Revolving Credit Facility: | Revolving Credit Facility | Sterling Overnight Interbank Average Rate (SONIA)
Debt Instrument [Line Items]
Basis spread on variable rate									1.0476%
Fiscal 2021 Revolving Credit Facility: | Revolving Credit Facility | Sterling Overnight Interbank Average Rate (SONIA), Step Up
Debt Instrument [Line Items]
Basis spread on variable rate									1.2076%
Fiscal 2021 Revolving Credit Facility: | Revolving Credit Facility | Sterling Overnight Interbank Average Rate (SONIA), Step Down
Debt Instrument [Line Items]
Basis spread on variable rate									0.8376%
Fiscal 2021 Revolving Credit Facility: | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 1,500,000,000
Debt instrument, term					5 years
Fiscal 2019 Revolving Credit Facility, U.S. Dollar Tranche | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 1,100,000,000
Fiscal 2019 Revolving Credit Facility, Multicurrency Tranche | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 400,000,000
Revolving Credit Facilities | Revolving Credit Facility
Debt Instrument [Line Items]
Weighted-average interest rate							1.16%	1.21%	1.17%	1.22%
Fiscal 2021 Term Loans | Term Loans
Debt Instrument [Line Items]
Debt instrument, term			18 months
Principal amount			$ 2,550,000,000				$ 1,550,000,000		$ 1,550,000,000
Fair value, senior notes							1,550,000,000		1,550,000,000
Fiscal 2021 Term Loans, Tranche 1 | Term Loans
Debt Instrument [Line Items]
Principal amount			1,000,000,000
Fiscal 2021 Term Loans, Tranche 2 | Term Loans
Debt Instrument [Line Items]
Principal amount			$ 1,550,000,000
Fiscal 2021 Term Loans, Tranche 2 | Term Loans | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate			0.875%
Fiscal 2021 Term Loans, Tranche 2 | Term Loans | London Interbank Offered Rate (LIBOR), Step Up
Debt Instrument [Line Items]
Basis spread on variable rate			1.25%
Fiscal 2021 Term Loans, Tranche 2 | Term Loans | London Interbank Offered Rate (LIBOR), Step Down
Debt Instrument [Line Items]
Basis spread on variable rate			0.75%
Fiscal 2016 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Principal amount						$ 500,000,000	500,000,000.0		500,000,000.0
Interest rate, senior notes						3.40%
Percentage of principal amount						99.589%
Effective interest rate, senior notes						3.449%
Fiscal 2016 Senior Notes | Senior Notes | Long-term debt
Debt Instrument [Line Items]
Fair value, senior notes							534,200,000		534,200,000		549,000,000
Fiscal 2020 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Principal amount				$ 750,000,000			750,000,000.0		750,000,000.0
Interest rate, senior notes				2.90%
Percentage of principal amount				99.717%
Effective interest rate, senior notes				2.933%
Fair value, senior notes							775,600,000		775,600,000		791,300,000
Fiscal 2021 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Principal amount	$ 1,000,000,000						1,000,000,000		1,000,000,000
Interest rate, senior notes	2.60%
Percentage of principal amount	99.957%
Effective interest rate, senior notes	2.605%
Fiscal 2021 Senior Notes | Senior Notes | Long-term debt
Debt Instrument [Line Items]
Fair value, senior notes							$ 1,007,900,000		$ 1,007,900,000		$ 1,020,000,000.00

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Other Non-Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Jun. 30, 2021
Payables and Accruals [Abstract]
Operating lease liabilities	$ 248.8	$ 263.1
Post-employment retirement obligations	178.8	162.8
Non-current income taxes	49.1	48.2
Acquisition related contingencies	15.9	15.1
Other	31.7	48.0
Total	$ 524.2	$ 537.2
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Total	Total

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Other Non-Current Liabilities - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2021	Jun. 30, 2021
Payables and Accruals [Abstract]
Plan assets	$ 63.7	$ 62.6
Benefit obligation	$ 67.5	$ 65.9

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Stock-Based Compensation - Summary of Incentive Equity Awards (Details) $ / shares in Units, $ in Millions	3 Months Ended	6 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Weighted-Average Grant Date Fair Value
Stock options exercised during period, aggregate intrinsic value | $	$ 38.0	$ 58.3
Closing stock price (in dollars per share) | $ / shares	$ 182.82	$ 182.82
Outstanding vested and currently exercisable stock options (in shares)	1,200,000	1,200,000
Exercisable stock options, aggregate intrinsic value | $	$ 135.1	$ 135.1
Exercisable stock options, weighted average exercise price (in dollars per share) | $ / shares	$ 70.72	$ 70.72
Exercisable stock options, weighted average remaining contractual life		4 years 8 months 12 days
Stock options outstanding, weighted-average remaining contractual life		6 years 1 month 6 days
Stock Options
Number of Options
Number of Options, Beginning balance (in shares)	3,022,516	3,203,682
Number of Options, Granted (in shares)	22,038	22,038
Number of Options, Exercise of stock options (in shares)	(410,031)	(579,823)
Number of Options, Expired/forfeited (in shares)	(23,161)	(34,535)
Number of Options, Ending balance (in shares)	2,611,362	2,611,362
Weighted-Average Exercise Price
Weighted-Average Exercise Price, Beginning balance (in dollars per share) | $ / shares	$ 90.32	$ 88.33
Weighted-Average Exercise Price, Granted (in dollars per share) | $ / shares	173.00	173.00
Weighted-Average Exercise Price, Exercise of stock options (in dollars per share) | $ / shares	77.70	69.99
Weighted-Average Exercise Price, Expired/forfeited (in dollars per share) | $ / shares	101.09	104.51
Weighted-Average Exercise Price, Ending balance (in dollars per share) | $ / shares	$ 92.91	$ 92.91
Time-based Restricted Stock Units
Restricted Stock Units
Number of Shares, Beginning balance of RSUs (in shares)	798,376	761,337
Number of Shares, Granted RSUs (in shares)	288,678	337,845
Number of Shares, Vesting of restricted stock units (in shares)	(39,756)	(39,756)
Number of Shares, Expired/forfeited RSUs (in shares)	(19,142)	(31,270)
Number of Shares, Ending balance of RSUs (in shares)	1,028,156	1,028,156
Weighted-Average Grant Date Fair Value
Weighted-Average Grant Date Fair Value, Beginning balance (in dollars per share) | $ / shares	$ 120.31	$ 117.07
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares	161.45	163.02
Weighted-Average Grant Date Fair Value, Vesting of Restricted Stock Units (in dollars per share) | $ / shares	99.96	99.96
Weighted-Average Grant Date Fair Value, Expired/forfeited (in dollars per share) | $ / shares	139.85	135.11
Weighted-Average Grant Date Fair Value, Ending balance (in dollars per share) | $ / shares	$ 132.28	$ 132.28
Restricted stock units expected to vest (in shares)	1,000,000	1,000,000
Restricted stock units, aggregate intrinsic value | $	$ 178.1	$ 178.1
Performance-based Restricted Stock Units
Restricted Stock Units
Number of Shares, Beginning balance of RSUs (in shares)	223,849	247,580
Number of Shares, Granted RSUs (in shares)	100,862	100,862
Number of Shares, Expired/forfeited RSUs (in shares)	(3,441)	(27,172)
Number of Shares, Ending balance of RSUs (in shares)	321,270	321,270
Weighted-Average Grant Date Fair Value
Weighted-Average Grant Date Fair Value, Beginning balance (in dollars per share) | $ / shares	$ 131.34	$ 126.29
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares	158.28	158.28
Weighted-Average Grant Date Fair Value, Expired/forfeited (in dollars per share) | $ / shares	131.63	85.30
Weighted-Average Grant Date Fair Value, Ending balance (in dollars per share) | $ / shares	$ 139.80	$ 139.80
Restricted stock units expected to vest (in shares)	300,000	300,000
Restricted stock units, aggregate intrinsic value | $	$ 55.6	$ 55.6

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Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Stock-based compensation expense	$ 22.7	$ 18.3	$ 36.2	$ 28.7
Related tax benefits	5.1	$ 4.1	8.2	$ 6.3
Unrecognized compensation cost related to non-vested stock options	7.2		7.2
Unrecognized compensation cost related to restricted stock unit awards	$ 86.4		$ 86.4
Amortization period of unrecognized compensation cost for non-vested stock options			1 year 9 months 18 days
Amortization period of unrecognized compensation cost for restricted stock awards			1 year 9 months 18 days

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 4.7	$ 13.1	$ 15.7	$ 20.9
Effective tax rate	9.10%	18.90%	12.10%	14.60%
Excess tax benefits	$ 7.1	$ 3.6	$ 11.5	$ 12.8

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Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements - Additional Information (Details)	1 Months Ended			6 Months Ended
	May 31, 2021 USD ($)	Dec. 31, 2019 term	Mar. 31, 2015	Dec. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2020 USD ($)
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items]
Potential maximum loss exposure				$ 33,500,000
Future capital commitment				1,500,000
Itiviti | Treasury Lock
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items]
Derivative notional amount					$ 1,000,000,000
Pre-tax loss	$ 11,000,000
Derivative term	10 years
Cash flow hedge gain (loss) to be reclassified within twelve months				1,100,000
IT Services Agreement
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items]
IT service agreement extension term			2 years
Number of renewal terms option one | term		1
Renewal term option one (in months)		12 months
Remaining commitment amount				169,700,000
IBM Private Cloud Agreement
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items]
Agreement term		10 years 3 months
Remaining commitment amount				191,000,000
Assets held-for-sale						$ 18,000,000
EU IT Services Agreement
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items]
Number of renewal terms option one | term		1
Renewal term option one (in months)		12 months
Remaining commitment amount				30,500,000
Number of renewal terms option two | term		1
Renewal term option two (in months)		24 months
AWS Cloud Agreement
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items]
Remaining commitment amount				$ 250,000,000

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Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements - Software License Agreements (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Software License Agreements	$ 35.9	$ 20.1	$ 67.8	$ 38.3

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Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements - Fixed Operating Lease Cost (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Fixed Operating Lease Cost	$ 12.3	$ 10.5	$ 23.6	$ 34.9

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Changes in Accumulated Other Comprehensive Income/(Loss) by Component - Summary of Changes in Accumulated Balances for Each Component of Accumulated Other Comprehensive Income/(Loss) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Changes In Accumulated Other Comprehensive Income [Roll Forward]
Balance	$ 1,753.8	$ 1,413.8	$ 1,809.1	$ 1,346.5
Other comprehensive income/(loss) before reclassifications	(31.8)	5.2	(102.6)	42.1
Amounts reclassified from accumulated other comprehensive income/(loss)	0.7	0.6	1.4	1.2
Balance	1,748.1	1,434.0	1,748.1	1,434.0
Foreign Currency Translation
Changes In Accumulated Other Comprehensive Income [Roll Forward]
Balance	(37.9)	(47.7)	32.9	(84.7)
Other comprehensive income/(loss) before reclassifications	(31.8)	5.2	(102.6)	42.1
Amounts reclassified from accumulated other comprehensive income/(loss)	0.0	0.0	0.0	0.0
Balance	(69.7)	(42.6)	(69.7)	(42.6)
Pension and Post- Retirement Liabilities
Changes In Accumulated Other Comprehensive Income [Roll Forward]
Balance	(14.9)	(15.1)	(15.4)	(15.7)
Other comprehensive income/(loss) before reclassifications	0.0	0.0	0.0	0.0
Amounts reclassified from accumulated other comprehensive income/(loss)	0.5	0.6	1.0	1.2
Balance	(14.4)	(14.5)	(14.4)	(14.5)
Cash Flow Hedge
Changes In Accumulated Other Comprehensive Income [Roll Forward]
Balance	(8.1)	0.0	(8.2)	0.0
Other comprehensive income/(loss) before reclassifications	0.0	0.0	0.0	0.0
Amounts reclassified from accumulated other comprehensive income/(loss)	0.2	0.0	0.4	0.0
Balance	(7.8)	0.0	(7.8)	0.0
Accumulated Other Comprehensive Income (Loss)
Changes In Accumulated Other Comprehensive Income [Roll Forward]
Balance	(60.9)	(62.9)	9.2	(100.4)
Balance	$ (91.9)	$ (57.1)	$ (91.9)	$ (57.1)

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Interim Financial Data by Segment - Additional Information (Details)	6 Months Ended
	Dec. 31, 2021 Segment
Segment Reporting [Abstract]
Number of reportable segments	2

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Interim Financial Data by Segment - Segment Results (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Revenues	$ 1,259.6	$ 1,054.9	$ 2,452.5	$ 2,072.3
Earnings (Loss) before Income Taxes	51.9	69.4	130.1	143.0
Other
Segment Reporting Information [Line Items]
Earnings (Loss) before Income Taxes	(39.7)	(17.3)	(61.2)	(63.2)
Foreign currency exchange
Segment Reporting Information [Line Items]
Revenues	(4.3)	(6.4)	(5.5)	(14.9)
Earnings (Loss) before Income Taxes	(1.7)	(2.9)	(3.1)	(5.7)
Investor Communication Solutions
Segment Reporting Information [Line Items]
Revenues	893.3	776.0	1,746.8	1,521.5
Investor Communication Solutions | Operating Segments
Segment Reporting Information [Line Items]
Revenues	893.3	776.0	1,746.8	1,521.5
Earnings (Loss) before Income Taxes	58.8	40.9	141.2	93.3
Global Technology and Operations
Segment Reporting Information [Line Items]
Revenues	1,259.6	1,054.9	2,452.5	2,072.3
Global Technology and Operations | Operating Segments
Segment Reporting Information [Line Items]
Revenues	370.6	285.3	711.2	565.7
Earnings (Loss) before Income Taxes	$ 34.4	$ 48.6	$ 53.1	$ 118.5

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Interim Financial Data by Segment - Amortization of Acquired Intangibles and Purchased Intellectual Property by Segment (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Amortization of acquired intangibles and purchased intellectual property	$ 62.5	$ 32.6	$ 131.2	$ 64.9
Other
Segment Reporting Information [Line Items]
Amortization of acquired intangibles and purchased intellectual property	0.0	0.4	0.0	0.7
Foreign currency exchange
Segment Reporting Information [Line Items]
Amortization of acquired intangibles and purchased intellectual property	(1.3)	(0.7)	(1.9)	(1.7)
Investor Communication Solutions | Operating Segments
Segment Reporting Information [Line Items]
Amortization of acquired intangibles and purchased intellectual property	16.2	22.2	37.1	44.5
Global Technology and Operations | Operating Segments
Segment Reporting Information [Line Items]
Amortization of acquired intangibles and purchased intellectual property	$ 47.6	$ 10.7	$ 96.0	$ 21.4