Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE


Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm			57
Consolidated Statements of Earnings for the Fiscal Years Ended June 30, 2020, 2019, and 2018			59
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, 2020, 2019, and 2018			60
Consolidated Balance Sheets as of June 30, 20 20 and 20 19			61
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 20 20 , 201 9 , and 20 18			62
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, 20 20 , 201 9 , and 20 18			63
Notes to Consolidated Financial Statements			64

Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts			104

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and the Stockholders of

Broadridge Financial Solutions, Inc.

5 Dakota Drive

Lake Success, NY 11042

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Broadridge Financial Solutions, Inc. and subsidiaries (the “Company”) as of June 30, 2020 and 2019, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended June 30, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Changes in Accounting Principle

As discussed in Note 2 to the financial statements, the Company changed its method of accounting for leases as of July 1, 2019 due to the adoption of Accounting Standards Update 2016-02, Leases (Topic 842).

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


Goodwill - Refer to Notes 2 and 9 to the financial statements
Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using the income approach, which considers a discounted future cash flow analysis using various assumptions, including projections of revenues based on assumed long-term growth rates and projections of earnings before income tax (“EBIT”), estimated costs and appropriate discount rates based on the particular reporting unit’s weighted-average cost of capital. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows based on forecasted EBIT margins, including future revenues, and the selection of the terminal value growth rate and the discount rate assumptions. The goodwill balance was $1,674.5 million as of June 30, 2020, which is allocated among various reporting units. During fiscal year 2020, the Company performed the required impairment tests of Goodwill and determined that there was no impairment. The Company also performed a sensitivity analysis under Step 1 of the goodwill impairment test assuming hypothetical reductions in the fair values of the reporting units. We identified goodwill as a critical audit matter because of the significant estimates and assumptions management makes to estimate the fair value of certain reporting units and the sensitivity of these reporting units’ operations to changes in demand. Auditing the fair value of certain of the reporting units involved a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, as it relates to evaluating whether management’s judgments in determining whether the projected future operating cash flows based on forecasted EBIT margins, including future revenues, and the selection of terminal value growth rate and discount rate were appropriate.
How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the projected future operating cash flows based on forecasted EBIT margins, including future revenues, and the selection of the terminal value growth rate and discount rate for certain of the reporting units included the following, among others: •We tested the effectiveness of controls over goodwill, including those over the projected future operating cash flows based on forecasted EBIT margins, including future revenues, and the selection of the terminal value growth rate. •We performed a sensitivity analysis on the future cash flows to determine what revenue and EBIT growth rate is needed to cause an impairment for each reporting unit. •We evaluated the reasonableness of management’s projected future operating cash flows based on forecasted EBIT margins, including future revenues by comparing to (1) historical results for significant reporting units, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases, analyst and industry reports of the Company and companies in its peer group. •We considered the impact of changes in the regulatory environment on management’s forecasts. •With the assistance of our fair value specialists, we evaluated the selection of the terminal value growth rate and the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations by developing a range of independent estimates and comparing those to the rates selected by management.

/s/ DELOITTE & TOUCHE LLP

New York, New York

August 11, 2020

We have served as the Company's auditor since 2007.

Broadridge Financial Solutions, Inc.

Consolidated Statements of Earnings

(In millions, except per share amounts)


		Years ended June 30,
		2020		2019		2018
Revenues	(Note 3)	$	4,529.0	$	4,362.2	$	4,329.9
Operating expenses:
Cost of revenues		3,265.1		3,131.9		3,167.4
Selling, general and administrative expenses		639.0		577.5		564.5
Total operating expenses		3,904.1		3,709.5		3,731.8
Operating income		624.9		652.7		598.1
Interest expense, net	(Note 5)	(58.8)		(41.8)		(38.6)
Other non-operating income (expenses), net		13.4		(3.7)		1.5
Earnings before income taxes		579.5		607.3		561.0
Provision for income taxes	(Note 17)	117.0		125.2		133.1
Net earnings		$	462.5	$	482.1	$	427.9

Basic earnings per share		$	4.03	$	4.16	$	3.66
Diluted earnings per share		$	3.95	$	4.06	$	3.56

Weighted-average shares outstanding:
Basic	(Note 4)	114.7		115.9		116.8
Diluted	(Note 4)	117.0		118.8		120.4

Amounts may not sum due to rounding.

See notes to consolidated financial statements.

Broadridge Financial Solutions, Inc.

Consolidated Statements of Comprehensive Income

(In millions)


	Years ended June 30,
	2020		2019		2018
Net earnings	$	462.5	$	482.1	$	427.9
Other comprehensive income (loss), net:
Foreign currency translation adjustments	(26.4)		(15.0)		5.7
Net losses on securities, net of taxes of $0.0, $0.0 and $1.2 for the years ended June 30, 2020, 2019 and 2018, respectively	—		—		(2.6)
Pension and post-retirement liability adjustment, net of taxes of $0.9, $0.9 and $(0.4) for the years ended June 30, 2020, 2019 and 2018, respectively	(2.8)		(2.7)		0.9
Total other comprehensive income (loss), net	(29.2)		(17.7)		3.9
Comprehensive income	$	433.3	$	464.3	$	431.9

Amounts may not sum due to rounding.

See notes to consolidated financial statements.

Broadridge Financial Solutions, Inc.

Consolidated Balance Sheets

(In millions, except per share amounts)


		June 30, 2020		June 30, 2019
Assets
Current assets:
Cash and cash equivalents		$	476.6	$	273.2
Accounts receivable, net of allowance for doubtful accounts of $9.8 and $2.6, respectively		711.3		664.0
Other current assets		140.1		105.2
Total current assets		1,328.0		1,042.3
Property, plant and equipment, net	(Note 9)	161.6		189.0
Goodwill	(Note 10)	1,674.5		1,500.0
Intangible assets, net	(Note 10)	583.8		556.2
Other non-current assets	(Note 11)	1,141.9		593.1
Total assets		$	4,889.8	$	3,880.7
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	(Note 13)	$	399.9	$	—
Payables and accrued expenses	(Note 12)	829.9		711.7
Contract Liabilities		111.2		90.9
Total current liabilities		1,341.0		802.6
Long-term debt	(Note 13)	1,387.6		1,470.4
Deferred taxes	(Note 17)	126.8		86.7
Contract Liabilities		175.4		160.7
Other non-current liabilities	(Note 14)	512.4		232.8
Total liabilities		3,543.2		2,753.2
Commitments and contingencies	(Note 18)
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none		—		—
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 154.5 and 154.5 shares, respectively; outstanding, 115.1 and 114.3 shares, respectively		1.6		1.6
Additional paid-in capital		1,178.5		1,109.3
Retained earnings		2,302.6		2,087.7
Treasury stock, at cost: 39.3 and 40.2 shares, respectively		(2,035.7)		(1,999.8)
Accumulated other comprehensive loss	(Note 19)	(100.4)		(71.2)
Total stockholders’ equity		1,346.5		1,127.5
Total liabilities and stockholders’ equity		$	4,889.8	$	3,880.7

Amounts may not sum due to rounding.

See notes to consolidated financial statements.

Broadridge Financial Solutions, Inc.

Consolidated Statements of Cash Flows

(In millions)


	Years ended June 30,
	2020		2019		2018
Cash Flows From Operating Activities
Net earnings	$	462.5	$	482.1	$	427.9
Adjustments to reconcile Net earnings to Net cash flows provided by operating activities:
Depreciation and amortization	73.8		85.2		82.1
Amortization of acquired intangibles and purchased intellectual property	122.9		87.4		81.4
Amortization of other assets	102.6		87.4		48.5
Write-down of long lived assets	30.4		—		—
Stock-based compensation expense	60.8		58.4		55.1
Deferred income taxes	29.0		(3.5)		(9.3)
Other	(26.9)		(37.6)		(21.2)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Current assets and liabilities:
Increase in Accounts receivable, net	(33.5)		(34.9)		(18.6)
Increase in Other current assets	(17.9)		(7.3)		(7.6)
Increase (decrease) in Payables and accrued expenses	58.6		(10.9)		9.6
Increase in Contract liabilities	12.2		15.1		20.8
Non-current assets and liabilities:
Increase in Other non-current assets	(352.7)		(188.3)		(83.5)
Increase in Other non-current liabilities	76.4		83.8		108.3
Net cash flows provided by operating activities	598.2		617.0		693.6
Cash Flows From Investing Activities
Capital expenditures	(62.7)		(50.6)		(76.7)
Software purchases and capitalized internal use software	(36.0)		(22.0)		(21.2)
Acquisitions, net of cash acquired	(339.1)		(354.7)		(108.3)
Purchase of intellectual property	—		—		(40.0)
Other investing activities	(3.8)		(6.3)		(3.1)
Net cash flows used in investing activities	(441.7)		(433.5)		(249.3)
Cash Flows From Financing Activities
Debt proceeds	1,621.9		803.1		340.0
Debt repayments	(1,292.8)		(387.4)		(390.0)
Dividends paid	(241.0)		(211.2)		(165.8)
Purchases of Treasury stock	(69.3)		(397.8)		(277.1)
Proceeds from exercise of stock options	41.8		31.1		52.0
Other financing activities	(9.4)		(10.8)		(9.0)
Net cash flows provided by (used in) financing activities	51.2		(173.1)		(449.9)
Effect of exchange rate changes on Cash and cash equivalents	(4.3)		(1.1)		(1.6)
Net change in Cash and cash equivalents	203.4		9.2		(7.2)
Cash and cash equivalents, beginning of fiscal year	273.2		263.9		271.1
Cash and cash equivalents, end of fiscal year	$	476.6	$	273.2	$	263.9
Supplemental disclosure of cash flow information:
Cash payments made for interest	$	58.5	$	43.4	$	40.5
Cash payments made for income taxes, net of refunds	$	100.9	$	119.5	$	177.6
Non-cash investing and financing activities:
Accrual of unpaid property, plant, equipment and software	$	13.9	$	8.7	$	6.2

Amounts may not sum due to rounding.

See notes to consolidated financial statements.

Broadridge Financial Solutions, Inc.

Consolidated Statements of Stockholders’ Equity

(In millions, except per share amounts)


	Common Stock					Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balances, July 1, 2017	154.5	$	1.6	$	987.6	$	1,469.4	$	(1,398.9)	$	(55.8)	$	1,003.8
Comprehensive income (loss)	—	—		—		427.9		—		3.9		431.9
Stock option exercises and excess tax benefits	—	—		51.5		—		—		—		51.5
Stock-based compensation	—	—		54.7		—		—		—		54.7
Treasury stock acquired (2.4 shares)	—	—		—		—		(277.1)		—		(277.1)
Treasury stock reissued (2.3 shares)	—	—		(45.3)		—		45.3		—		—
Common stock dividends ($1.46 per share)	—	—		—		(170.4)		—		—		(170.4)
Balances, June 30, 2018	154.5	1.6		1,048.5		1,727.0		(1,630.8)		(51.9)		1,094.3
Comprehensive income (loss)	—	—		—		482.1		—		(17.7)		464.3
Cumulative effect of changes in accounting principle (a)	—	—		—		102.8		—		(1.5)		101.3
Stock option exercises	—	—		31.3		—		—		—		31.3
Stock-based compensation	—	—		58.3		—		—		—		58.3
Treasury stock acquired (3.5 shares)	—	—		—		—		(397.8)		—		(397.8)
Treasury stock reissued (1.4 shares)	—	—		(28.8)		—		28.8		—		—
Common stock dividends ($1.94 per share)	—	—		—		(224.2)		—		—		(224.2)
Balances, June 30, 2019	154.5	1.6		1,109.3		2,087.7		(1,999.8)		(71.2)		1,127.5
Comprehensive income (loss)	—	—		—		462.5		—		(29.2)		433.3
Cumulative effect of changes in accounting principle (b)	—	—		—		0.2		—		—		0.2
Stock option exercises	—	—		42.1		—		—		—		42.1
Stock-based compensation	—	—		60.6		—		—		—		60.6
Treasury stock acquired (0.6 shares)	—	—		—		—		(69.3)		—		(69.3)
Treasury stock reissued (1.5 shares)	—	—		(33.5)		—		33.5		—		—
Common stock dividends ($2.16 per share)	—	—		—		(247.8)		—		—		(247.8)
Balances, June 30, 2020	154.5	$	1.6	$	1,178.5	$	2,302.6	$	(2,035.7)	$	(100.4)	$	1,346.5

(a)Primarily reflects the adoption of accounting standards as described in Note 3, “Revenue Recognition.”

(b)Reflects the adoption of accounting standards as described in Note 2, “Summary of Significant Accounting Policies.”

Amounts may not sum due to rounding.

See notes to consolidated financial statements.

Broadridge Financial Solutions, Inc.

Notes to Consolidated Financial Statements

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 (“S&P”), is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers and corporate issuers. Broadridge’s services include investor communications, securities processing, data and analytics, and customer communications solutions. Broadridge serves a large and diverse client base across four client groups: banks/broker-dealers, asset management firms/mutual funds, wealth management firms, and corporate issuers. For capital markets firms, Broadridge helps clients lower costs and improve the effectiveness of their trade and account processing operations with support for their operational technologies, and their administration, finance, risk and compliance requirements. Broadridge serves asset management firms by meeting their critical needs for shareholder communications and by providing investment operations technology to support their investment decisions. For wealth management clients, Broadridge provides an integrated platform with tools that optimize advisor productivity, enhance client experience and digitize enterprise operations. For corporate issuer clients, Broadridge helps manage every aspect of their shareholder communications, including registered and beneficial proxy processing, annual meeting support, transfer agency services and financial disclosure document creation, management and United States of America (“U.S.”) Securities and Exchange Commission (the “SEC”) filing services.

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

Investor Communication Solutions - Broadridge provides governance and communications solutions through its Investor Communication Solutions business segment to the following financial services clients: banks/broker-dealers, asset management firms/mutual funds, wealth management firms, and corporate issuers. In addition to financial services firms, Broadridge’s Customer Communications business also serves companies in the healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries.

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® (“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 also provides the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help its clients meet their regulatory compliance needs.

For asset managers and retirement service providers, Broadridge offers data-driven solutions and an end-to-end platform for content management, composition, and multi-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 distribution and processing services, proxy and annual report document management solutions, virtual shareholder meeting services and solutions that help them gain insight into their shareholder base through Broadridge’s 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 customer communications solutions which include print and digital solutions, content management, postal optimization, and fulfillment services. These services include customer communications management capabilities through the Broadridge Communications CloudSM platform (the “Communications Cloud”). Through one point of integration, the Communications Cloud helps companies create, deliver, and manage multi-channel communications and customer engagement. The platform includes data-driven composition tools, identity and preference management, multi-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 securities processing solutions for capital markets, wealth management, and asset management firms. Broadridge offers advanced solutions that automate the securities 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.

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. 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.

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 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 offers buy-side technology solutions for the global investment management industry, including portfolio management, compliance and operational workflow solutions for hedge funds, family offices, investment managers and the providers that service this space. Through Broadridge’s Managed Services, 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. Broadridge also provides support for advisor, investor and compliance workflow.

B. Consolidation and Basis of Presentation. The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and in accordance with the SEC requirements for Annual Reports on Form 10-K. These financial statements present the 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. Certain prior period amounts have been reclassified to conform to the current year presentation where applicable, except as it relates to (i) Financial Accounting Standards Board (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02 “Leases”, as amended (“ASU No. 2016-02”), (ii) No. 2014-09 “Revenue from Contracts with Customers” and its related amendments (collectively “ASU No. 2014-09”), (iii) ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU No. 2016-01”), and (iv) ASU No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU No. 2018-02”), as described further below.

Effective July 1, 2019, the Company adopted ASU No. 2016-02, as amended, by recognizing a right-of-use (“ROU”) asset and corresponding lease liability, along with a cumulative-effect adjustment to the opening balance of retained earnings, in the period of adoption. Under this method of adoption, the Company has not restated the prior period Consolidated Financial Statements presented to the current period presentation. Additional information about the impact of the Company’s adoption of ASU No. 2016-02, as amended, is included in Note 2, “Summary of Significant Accounting Policies” and Note 8, “Leases”.

Effective July 1, 2018, the Company adopted ASU No. 2014-09 using the modified retrospective transition approach applied to all contracts. Under this transition approach, the Company has not restated the prior period Consolidated Financial Statements presented to the current period presentation. Additional information about the Company’s revenue recognition policies and the related impact of the adoption of ASU No. 2014-09 is included in Note 2, “Summary of Significant Accounting Policies” and Note 3, “Revenue Recognition”.

Effective July 1, 2018, the Company adopted ASU No. 2016-01, which requires changes in the fair value of publicly traded equity securities for which the Company does not have significant influence to be recorded as part of Net earnings rather than as Other comprehensive income (loss), net. In addition, equity investments that do not have a readily determinable fair value will be recorded at cost less impairment as further adjusted for observable price changes in orderly transactions for identical or similar investments of the issuer. The Company adopted ASU No. 2016-01 using the modified-retrospective transition approach by recording the cumulative effect of previously unrecognized gains or losses on publicly traded equity securities to retained earnings as of July 1, 2018. The provisions of ASU No. 2016-01 relative to equity investments that do not have a readily determinable fair value have been applied prospectively. The Consolidated Financial Statements have not been revised for periods prior to July 1, 2018. The impact of adopting ASU No. 2016-01 resulted in a reclassification of less than $0.1 million in unrealized gains, net from accumulated other comprehensive loss to retained earnings as of July 1, 2018.

Effective July 1, 2018, the Company adopted ASU No. 2018-02, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects associated with the change in the U.S. federal corporate tax rate resulting from the U.S. Tax Cuts and Jobs Act (the “Tax Act”) enacted in December 2017. The adoption of ASU No. 2018-02 resulted in an increase to retained earnings of $1.5 million.

Effective July 1, 2018, the Company adopted ASU No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU No. 2017-07”) whereby the Company revised its presentation in the Consolidated Statements of Earnings to reflect the non-service cost components of net benefit cost as part of Other nonoperating income (expenses), net, which were previously recorded as part of Total operating expenses. All prior period information has been conformed to the current period presentation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. 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 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 Consolidated Financial Statements, as appropriate.

B. Revenue Recognition. 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 that 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 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:

Identification of Performance Obligations

For revenue arrangements containing multiple goods or services, the Company accounts for the individual goods or services as a separate performance obligation if they are distinct, the good or service is separately identifiable from other items in the arrangement, and if a client can benefit from it on its own or with other resources that are readily available to the client. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation.

Transaction Price

Once separate performance obligations are determined, the transaction price is allocated 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.

C. Cash and Cash Equivalents. Investment securities with an original maturity of 90 days or less are considered cash equivalents. The fair value of the Company’s Cash and cash equivalents approximates carrying value due to their short term nature.

D. Financial Instruments. Substantially all of the financial instruments of the Company other than Long-term debt are carried at fair values, or at carrying amounts that approximate fair values because of the short maturity of the instruments. The carrying value of the Company’s long-term fixed-rate senior notes represent the face value of the long-term fixed-rate senior notes net of the unamortized discount and net of the associated unamortized debt issuance cost. The fair value of the Company’s long-term fixed-rate senior notes is based on quoted market prices. Refer to Note 13, “Borrowings,” for a further description of the Company’s long-term fixed-rate senior notes.

E. Property, Plant and Equipment. Property, plant and equipment is initially recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. The estimated useful lives of assets are as follows:


Equipment						3 to 7 years
Buildings and Building Improvements						5 to 20 years
Furniture and fixtures						4 to 7 years

Refer to Note 9, “Property, Plant and Equipment, Net”, for a further description of the Company’s Property, plant and equipment, net.

F. Securities. Securities are non-derivatives that are reflected in Other non-current assets in the 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 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 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.

G. Inventories. Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market. Inventory balances of $21.5 million and $21.1 million, consisting of forms and envelopes used in the mailing of proxy and other materials to our customers, are reflected in Other current assets in the Consolidated Balance Sheets at June 30, 2020 and 2019, respectively.

H. Deferred Client Conversion and Start-Up Costs. Direct costs incurred to set up or convert a client’s systems to function with the Company’s technology, that are expected to be recovered, are generally deferred and recognized on a straight-line basis over the service term of the arrangement to which the costs relate, which commences after client acceptance when the processing term begins. The Company evaluates the carrying value of deferred client conversion and start-up costs for impairment on the basis of whether these costs are fully recoverable from the expected future undiscounted net operating cash flows of the client to which the deferred costs relate. These deferred costs are reflected in Other non-current assets in the Consolidated Balance Sheets at June 30, 2020 and June 30, 2019, respectively. Refer to Note 11, “Other Non-Current Assets” for a further description of the Company’s Deferred client conversion and start-up costs.

I. Deferred Sales Commission Costs. The Company defers incremental costs to obtain a client contract that it expects to recover, which consists of sales commissions incurred, only if the contract is executed. Deferred sales commission costs are amortized on a straight-line basis using a portfolio approach consistent with the pattern of transfer of the goods or services to which the asset relates, which also considers expected customer lives. As a practical expedient, the Company recognizes the sales commissions as an expense when incurred if the amortization period of the sales commission asset that the entity otherwise would have recognized is one year or less. The Company evaluates the carrying value of deferred sales commission costs for impairment on the basis of whether these costs are fully recoverable from the expected future undiscounted net operating cash flows of the portfolio of clients to which the deferred sales commission costs relate. Refer to Note 11, “Other Non-Current Assets” for a further description of the Company’s Deferred sales commission costs.

J. Deferred Data Center Costs. Data center costs relate to conversion costs associated with our principal data center systems and applications. Costs directly related to the activities necessary to make the data center usable for its intended purpose are deferred and amortized over the life of the contract on a straight-line basis commencing on the date the data center has achieved full functionality. These deferred costs are reflected in Other non-current assets in the Consolidated Balance Sheets at June 30, 2020 and 2019, respectively. Refer to Note 11, “Other Non-Current Assets” for a further description of the Company’s Deferred data center costs.

K. Goodwill. The Company does not amortize goodwill but instead tests goodwill for impairment at the reporting unit level at least annually or more frequently if circumstances indicate possible impairment. The Company tests for goodwill impairment annually in the fourth quarter of the fiscal year, using the March 31 financial statement balances. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using the income approach, which considers a discounted future cash flow analysis using various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the particular reporting unit’s weighted-average cost of capital. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows based on forecasted earnings before interest and taxes, and the selection of the terminal value growth rate and discount rate assumptions. The weighted-average cost of capital takes into account the relative weight of each component of our consolidated capital structure (equity and long-term debt). The estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of the Company’s routine, long-range planning process. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination is determined. Refer to Note 10, “Goodwill and Intangible Assets, Net” for a further description on the Company’s accounting for goodwill.

L. Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (or asset group) to the estimated undiscounted future cash flows expected to be generated by the asset (or asset group). If the carrying amount of an asset (or asset group) exceeds its expected estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset (or asset group) exceeds its fair value. Intangible assets with finite lives are amortized primarily on a straight-line basis over their estimated useful lives and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Refer to Note 9, “Property, Plant and Equipment, Net” for a further description of the Company’s Property, plant and equipment, net. Refer to Note 6, “Acquisitions” and Note 10, “Goodwill and Intangible Assets, Net” for a further description of the Company’s Intangible assets, net.

M. Equity Method Investments. The Company’s investments resulting in a 20% to 50% ownership interest are accounted for using the equity method of accounting when the ability to exercise significant influence is maintained by the Company. The Company’s share of net income or losses of equity method investments is included in Other non-operating income (expenses), net. Equity method investments are included in Other non-current assets. Equity method investments are reviewed for impairment by assessing if a decline in market value of the investment below the carrying value is other than temporary, which considers the intent and ability to retain the investment, the length of time and extent that the market value has been less than cost, and the financial condition of the investee.

N. Foreign Currency Translation and Transactions. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars based on exchange rates in effect at the end of each period. Revenues and expenses are translated at average exchange rates during the periods. Currency transaction gains or losses are included in Non-operating income (expenses), net. Gains or losses from balance sheet translation are included in Accumulated other comprehensive income (loss).

O. Distribution Cost of Revenues. Distribution cost of revenues consists primarily of postage related expenses incurred in connection with the Company’s Investor Communication Solutions segment, as well as Matrix Financial Solutions, Inc. administrative services expenses. These costs are reflected in Cost of revenues in the Consolidated Statements of Earnings.

P. Stock-Based Compensation. The Company accounts for stock-based compensation by recognizing the measurement of stock-based compensation expense in the Consolidated Statements of Earnings based on the fair value of the award on the date of grant. For stock options issued, the fair value of each stock option was estimated on the date of grant using a binomial option-pricing model. The binomial model considers a range of assumptions related to volatility, dividend yield, 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. For restricted stock units, the fair value of the award is based on the current fair value of the Company’s stock on the date of grant less the present value of future expected dividends discounted at the risk-free-rate derived from the U.S. Treasury yield curve in effect at the time of grant. Refer to Note 15, “Stock-Based Compensation” for a further description of the Company’s stock-based compensation.

Q. Internal Use Software. Expenditures for major software purchases and software developed or obtained for internal use are capitalized and amortized generally over a three- to five-year period on a straight-line basis. For software developed or obtained for internal use, the Company’s accounting policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to direct time spent on such projects. Costs associated with preliminary project stage activities, training, maintenance, and all other post-implementation stage activities are expensed as incurred. The Company also expenses internal costs related to minor upgrades and enhancements, as it is impractical to separate these costs from normal maintenance activities. Refer to Note 10, “Goodwill and Intangible assets, Net” for a further description of the Company’s capitalized software.

R. Income Taxes. The Company accounts for income taxes under the asset and liability method, which establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s Consolidated Financial Statements or tax returns. Deferred tax assets and liabilities are recognized based on temporary differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse.

Judgment is required in addressing the future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws or interpretations thereof). Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets attributable to net operating and capital loss carryforwards of certain subsidiaries to offset future taxable earnings. The determination as to whether a deferred tax asset will be recognized is made on a jurisdictional basis and is based on the evaluation of historical taxable income or loss, projected future taxable income, carryforward periods, scheduled reversals of deferred tax liabilities and tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The assumptions used to project future taxable income requires significant judgment and are consistent with the plans and estimates used to manage the underlying businesses. Refer to Note 17, “Income Taxes” for a further description of the Company’s income taxes.

S**. Advertising Costs.** Advertising costs are expensed at the time the advertising takes place. Total advertising costs were $6.8 million, $4.1 million and $6.3 million for the fiscal years ended June 30, 2020, 2019 and 2018, respectively.

T. Concentration of Risk. The majority of our clients operate in the financial services industry. In the fiscal years ended June 30, 2020, 2019 and 2018, we derived approximately 20%, 22% and 21% of our consolidated revenues from our five largest clients in that particular fiscal year, respectively. Our largest single client in each of our fiscal years 2020, 2019 and 2018 accounted for approximately 6% of our consolidated revenues.

U. New Accounting Pronouncements.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, as subsequently amended by ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” and ASU No. 2018-20, “Leases (Topic 842): Narrow Scope Improvements for Lessors" (collectively referred to herein as “ASU No. 2016-02, as amended”). Under ASU No. 2016-02, as amended, all lease arrangements, with certain limited exceptions, exceeding a twelve-month term must now be recognized as assets and liabilities on the balance sheet of the lessee by recording a ROU asset and corresponding lease obligation generally equal to the present value of the future lease payments over the lease term. Further, the income statement will reflect lease expense for leases classified as operating and amortization/interest expense for leases classified as financing, determined using classification criteria substantially similar to the current lease guidance for distinguishing between an operating and capital lease. ASU No. 2016-02, as amended, also contains certain additional qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. ASU No. 2016-02, as amended, was effective for the Company in the first quarter of fiscal year 2020 and could have been adopted using either a modified retrospective basis which required adjustment to all comparative periods presented in the consolidated financial statements, or by recognizing a cumulative-effect adjustment to the opening balance of retained earnings at the date of initial application.

Accordingly, in the first quarter of fiscal year 2020, the Company adopted ASU No. 2016-02, as amended, by recognizing a ROU asset and corresponding lease liability, along with a cumulative-effect adjustment to the opening balance of retained earnings, in the period of adoption. Under this method of adoption, the Company has not restated the prior period Consolidated Financial Statements presented to the current period presentation. The Company elected the transition package of three practical expedients permitted under the transition guidance in ASU No. 2016-02, as amended, to not reassess prior conclusions related to whether (i) a contract contains a lease, (ii) the classification of an existing lease, and (iii) the accounting for initial direct costs. The Company also elected accounting policies to (i) not separate the non-lease components of a contract from the lease component to which they relate, and (ii) not recognize assets or liabilities for leases with a term of twelve months or less and no purchase option that the Company is reasonably certain of exercising.

On the Consolidated Balance Sheet as of July 1, 2019, the adoption of ASU No. 2016-02, as amended, resulted in the recognition of lease liabilities of $252.0 million and ROU assets of $235.4 million, which include the impact of existing deferred rents and tenant improvement allowances for operating leases, as well as a cumulative-effect adjustment to the opening balance of retained earnings of $0.2 million. The adoption of ASU No. 2016-02, as amended, did not have a material impact on the Consolidated Statements of Earnings, the Consolidated Statements of Comprehensive Income, the Consolidated Statements of Cash Flows, or the Consolidated Statements of Stockholders’ Equity.

Effective July 1, 2018, the Company adopted ASU No. 2014-09. ASU No. 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most prior revenue recognition guidance, including industry specific requirements. It also includes guidance on accounting for the incremental costs of obtaining and costs incurred to fulfill a contract with a customer. The core principle of the revenue model is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 also requires certain enhanced disclosures, including disclosures on the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers.

The Company identified certain impacts of ASU No. 2014-09 on its Consolidated Financial Statements. Specifically, under ASU No. 2014-09, the Company now capitalizes certain sales commissions, and it capitalizes certain additional costs that are part of setting up or converting a client’s systems to function with the Company’s technology, both of which were previously expensed. Additionally, the Company now recognizes proxy revenue primarily at the time of proxy materials distribution to the client’s shareholders rather than on the date of the client’s shareholder meeting, which is typically 30 days after the proxy materials distribution. Other changes to the timing of revenue recognition include deferral of revenue from certain transaction processing platform enhancements as well as acceleration of revenue from certain multi-year software license arrangements that was previously recognized over the term of the software subscription.

The Company adopted ASU No. 2014-09 effective July 1, 2018 using the modified retrospective transition method applied to all contracts, which resulted in a cumulative-effect increase in the opening balance of retained earnings of $101.3 million, most notably related to the deferral of incremental sales commissions incurred in obtaining contracts in prior periods. Under this transition approach, the Company did not restate the prior period Consolidated Financial Statements presented. See Note 3, “Revenue Recognition” for additional information about the Company’s revenue recognition policies.

Recently Issued 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 will be 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. The pending adoption of this guidance is not expected to have a material impact on the Company's 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. ASU No. 2016-13 is 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 pending adoption of this guidance is not expected to have a material impact on the Company's Consolidated Financial Statements.

V. Subsequent Events. In preparing the accompanying Consolidated Financial Statements, the Company has reviewed events that have occurred after June 30, 2020 through the date of issuance of the Consolidated Financial Statements. Refer to Note 22, “Subsequent Events” for a description of the Company’s subsequent events.

NOTE 3. REVENUE RECOGNITION

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 of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as Matrix administrative services.


	Fiscal Year Ended June 30, 2020		Fiscal Year Ended June 30, 2019
	(in millions)		(in millions)
Investor Communication Solutions
Equity proxy	$	473.3	$	437.0
Mutual fund and exchange traded funds (“ETF”) interims	284.6		265.9
Customer communications and fulfillment	735.4		736.4
Other ICS	368.7		324.8
Total ICS Recurring fee revenues	1,862.0		1,764.0

Equity and other	79.5		107.3
Mutual funds	98.5		137.2
Total ICS Event-driven fee revenues	178.0		244.5

Distribution revenues	1,451.2		1,459.8

Total ICS Revenues	$	3,491.3	$	3,468.3

Global Technology and Operations
Equities and other	$	996.2	$	831.7
Fixed income	178.0		164.6
Total GTO Recurring fee revenues	1,174.2		996.3

Foreign currency exchange	(136.4)		(102.4)

Total Revenues	$	4,529.0	$	4,362.2

Revenues by Type
Recurring fee revenues	$	3,036.3	$	2,760.3
Event-driven fee revenues	178.0		244.5
Distribution revenues	1,451.2		1,459.8
Foreign currency exchange	(136.4)		(102.4)
Total Revenues	$	4,529.0	$	4,362.2

Contract Balances

The following table provides information about contract assets and liabilities:


	June 30, 2020		June 30, 2019
	(in millions)
Contract assets	$	81.9	$	47.5
Contract liabilities	$	286.6	$	251.6

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 fiscal year ended June 30, 2020, contract assets increased primarily due to an increase in software term license revenues recognized but not yet invoiced, while contract liabilities increased primarily due to recent acquisitions and the timing of client payments. The Company recognized $141.2 million of revenue during the fiscal year ended June 30, 2020 that was

included in the contract liability balance as of June 30, 2019. The Company recognized $96.4 million of revenue during the fiscal year ended June 30, 2019 that was included in the contract liability balance as of July 1, 2018.

NOTE 4. EARNINGS PER SHARE

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

As of June 30, 2020, 2019 and 2018, the computation of diluted EPS did not include 0.5 million, 0.4 million and 1.1 million options to purchase Broadridge common stock, respectively, as the effect of their inclusion would have been anti-dilutive.

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


	Years ended June 30,
	2020	2019	2018
	(in millions)
Weighted-average shares outstanding:
Basic	114.7	115.9	116.8
Common stock equivalents	2.3	2.9	3.5
Diluted	117.0	118.8	120.4

The following table sets forth the computation of basic EPS utilizing Net earnings for the following fiscal years and the Company’s basic Weighted-average shares outstanding:


	Years ended June 30,
	2020		2019		2018
	(in millions, except per share amounts)
Net earnings	$	462.5	$	482.1	$	427.9
Basic Weighted-average shares outstanding	114.7		115.9		116.8
Basic EPS	$	4.03	$	4.16	$	3.66

The following table sets forth the computation of diluted EPS utilizing Net earnings for the following fiscal years and the Company’s diluted Weighted-average shares outstanding:


	Years ended June 30,
	2020		2019		2018
	(in millions, except per share amounts)
Net earnings	$	462.5	$	482.1	$	427.9
Diluted Weighted-average shares outstanding	117.0		118.8		120.4
Diluted EPS	$	3.95	$	4.06	$	3.56

NOTE 5. INTEREST EXPENSE, NET

Interest expense, net consisted of the following:


	Years ended June 30,
	2020		2019		2018
	(in millions)
Interest expense on borrowings	$	(62.5)	$	(45.9)	$	(42.4)
Interest income	3.7		4.2		3.8
Interest expense, net	$	(58.8)	$	(41.8)	$	(38.6)

NOTE 6. ACQUISITIONS

Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the businesses acquired by the Company are included in the Company’s Consolidated Statements of Earnings beginning on the respective dates 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.

Pro forma supplemental financial information for all acquisitions is not provided as the impact of these acquisitions on the Company’s operating results was not material for any acquisition individually or in the aggregate.

The following represents the fiscal year 2020 acquisitions:

Fiscal Year 2020 Acquisitions:

BUSINESS COMBINATIONS

Financial information on each transaction is as follows:


	Shadow Financial		Fi360		Clear-Structure		Funds-Library		Total
	(in millions)
Cash payments, net of cash acquired	$	35.6	$	116.0	$	59.1	$	69.6	$	280.3
Deferred payments, net	2.9		3.5		2.6		—		9.0
Contingent consideration liability	—		—		7.0		—		7.0
Aggregate purchase price	$	38.5	$	119.5	$	68.7	$	69.6	$	296.3

Net tangible assets acquired / (liabilities assumed)	$	(0.2)	$	(7.9)	$	0.6	$	(3.3)	$	(10.8)
Goodwill	17.6		84.4		44.2		39.1		185.3
Intangible assets	21.1		43.1		23.9		33.8		121.8
Aggregate purchase price	$	38.5	$	119.5	$	68.7	$	69.6	$	296.3

Shadow Financial Systems, Inc. (“Shadow Financial”)

In October 2019, the Company acquired Shadow Financial, a provider of multi-asset class post-trade solutions for the capital markets industry. The acquisition builds upon Broadridge’s post-trade processing capabilities by adding a market-ready solution for exchanges, inter-dealer brokers and proprietary trading firms. In addition, the acquisition adds capabilities across exchange traded derivatives and cryptocurrency. Shadow Financial is included in our GTO reportable segment.

Goodwill is 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.

Fi360, Inc. (“Fi360”)

In November 2019, the Company acquired Fi360, a provider of fiduciary and Regulation Best Interest solutions for the wealth and retirement industry, including the accreditation and continuing education for the Accredited Investment Fiduciary® Designation, the leading designation focused on fiduciary responsibility. The acquisition enhances Broadridge’s retirement solutions by providing wealth and retirement advisors with fiduciary tools that complement its Matrix trust and trading platform. The acquisition also further strengthens Broadridge’s data and analytics tools and solutions suite that enable asset managers to grow their businesses by providing greater transparency into the retirement market. Fi360 is included in our ICS 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.

ClearStructure Financial Technology, LLC (“ClearStructure”)

In November 2019, the Company acquired ClearStructure, a global provider of portfolio management solutions for the private debt markets. ClearStructure’s component services enhances Broadridge’s existing multi-asset class, front-to-back office asset management technology suite, providing Broadridge clients with a capability to access the public and private markets. ClearStructure is included in our GTO reportable segment.

The contingent consideration liability is payable through fiscal year 2023 upon the achievement by the acquired business of certain revenue targets, and has a maximum potential pay-out of $12.5 million upon the achievement in full of the defined financial targets by the acquired business.
The fair value of the contingent consideration liability at June 30, 2020 is $7.0 million.
Goodwill is primarily 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, and is still subject to a working capital adjustment.

FundsLibrary Limited (“FundsLibrary”)

In February 2020, the Company acquired FundsLibrary, a provider of fund document and data dissemination in the European market. FundsLibrary's solutions enable fund managers to increase distribution opportunities and help them comply with regulations such as Solvency II and MiFID II. The business will be combined with FundAssist Limited (“FundAssist”), Broadridge's existing European funds regulatory communications business. The combined solution provides funds with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance and disseminate information across multiple jurisdictions. FundsLibrary is included in our ICS 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 three-year life, respectively.

The following represents the fiscal year 2019 acquisitions:

Fiscal Year 2019 Acquisitions:

BUSINESS COMBINATIONS

Financial information on each transaction is as follows:


	Rockall		RPM		TD Ameritrade*		Total
	(in millions)
Cash payments, net of cash acquired	$	34.9	$	258.3	$	61.5	$	354.7
Deferred payments, net	0.5		40.9		—		41.4
Contingent consideration liability	7.0		0.8		—		7.9
Aggregate purchase price	$	42.4	$	300.1	$	61.5	$	404.0

Net tangible assets acquired / (liabilities assumed)	$	(2.9)	$	6.8	$	—	$	3.9
Goodwill	31.1		181.6		27.1		239.8
Intangible assets	14.2		111.7		34.4		160.3
Aggregate purchase price	$	42.4	$	300.1	$	61.5	$	404.0

Broadridge acquired the retirement plan custody and trust assets from TD Ameritrade Trust Company.

Rockall Technologies Limited (“Rockall”)

In May 2019, the Company completed the acquisition of Rockall, a provider of securities-based lending (“SBL”) and collateral management solutions for wealth management firms and commercial banks. The acquisition expanded Broadridge's core front-to-back office wealth capabilities, providing innovative SBL and collateral management technology solutions to help commercial banks manage risk and optimize clients' securities lending and financing needs. Rockall is included in our GTO reportable segment.

The contingent consideration liability is payable over the next two years upon the achievement by the acquired business of certain revenue targets, and has a maximum potential pay-out of $10.1 million upon the achievement in full of the defined financial targets by the acquired business.
The fair value of the contingent consideration liability at June 30, 2020 is $7.6 million.
Goodwill is not tax deductible.
Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a four-year life and six-year life, respectively.
In the first quarter of fiscal year 2020, the Company settled deferred payment obligations totaling $0.5 million.

RPM Technologies (“RPM”)

In June 2019, Broadridge acquired RPM, a provider of enterprise wealth management software solutions and services. The addition of RPM’s state-of-the-art technology platforms builds upon our Canadian wealth management business, providing a solution set for the retail banking sector with enhanced mutual fund and deposit manufacturing capabilities. RPM is included in our GTO reportable segment.

The contingent consideration liability is payable over the next two years upon the achievement by the acquired business of certain revenue targets, and has a maximum potential pay-out of $3.7 million upon the achievement in full of the defined financial targets by the acquired business.
The fair value of the contingent consideration liability at June 30, 2020 is $0.8 million.
Goodwill is partially tax deductible.
Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a five-year life and seven-year life, respectively.
In the first quarter of fiscal year 2020, the Company settled deferred payment obligations totaling $40.9 million.

Retirement Plan Custody and Trust Assets from TD Ameritrade

In June 2019, Broadridge acquired the retirement plan custody and trust assets from TD Ameritrade Trust Company, a subsidiary of TD Ameritrade Holding Company. The acquisition expands Broadridge's suite of solutions for the growing qualified and non-qualified retirement plan services market and the support it provides for third-party administrators, financial advisors, record-keepers, banks, and brokers. This acquisition is included in our ICS reportable segment.

Goodwill is tax deductible.
Intangible assets acquired consist of customer relationships, which are being amortized over a seven-year life.

The following represents the fiscal year 2018 acquisitions:

Fiscal Year 2018 Acquisitions:

BUSINESS COMBINATIONS

Financial information on each transaction is as follows:


	Summit		ActivePath		FundAssist		Total
	(in millions)
Cash payments, net of cash acquired	$	26.4	$	21.8	$	41.3	$	89.5
Deferred payments, net	1.4		2.4		—		3.8
Contingent consideration liability (acquisition date fair value)	2.7		—		6.4		9.2
Aggregate purchase price	$	30.6	$	24.2	$	47.7	$	102.5

Net tangible assets acquired / (liabilities assumed)	$	0.2	$	(10.0)	$	(1.9)	$	(11.7)
Goodwill	18.5		28.7		29.2		76.3
Intangible assets	12.0		5.6		20.4		38.0
Aggregate purchase price	$	30.6	$	24.2	$	47.7	$	102.5

Summit Financial Disclosure, LLC (“Summit”)

In October 2017, the Company acquired Summit, a full service financial document management solutions provider, including document composition and regulatory filing services. Summit is included in our ICS reportable segment.

The contingent consideration liability is payable over the next three years upon the achievement by the acquired business of certain revenue and earnings targets, and has a maximum potential pay-out of $11.0 million upon the achievement in full of the defined financial targets by the acquired business.
The fair value of the contingent consideration liability at June 30, 2020 is $7.3 million.
Goodwill is primarily tax deductible.
Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a five-year life and seven-year life, respectively.

ActivePath Solutions LTD “(ActivePath”)

In March 2018, the Company acquired ActivePath, a digital technology company with technology that enhances the consumer experience associated with consumer statements, bills and regulatory communications. ActivePath is included in our ICS reportable segment.

Goodwill is not tax deductible.
Intangible assets acquired consist primarily of software technology and customer relationships, which are being amortized over a five-year life and two-year life, respectively.

FundAssist Limited (“FundAssist”)

In May 2018, the Company acquired FundAssist, a regulatory, marketing and sales solutions service provider to the global investments industry. FundAssist is included in our ICS reportable segment.

The contingent consideration liability contains a revenue component which will be settled in fiscal year 2021, based on the achievement of a defined revenue target by the acquired business.
The fair value of the contingent consideration liability at June 30, 2020 is $5.3 million.
Goodwill is not tax deductible.
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a six-year life and five-year life, respectively.

ASSET ACQUISITION

Purchase of Intellectual Property

In February 2018, the Company paid $40.0 million to an affiliate of Inveshare, Inc. (“Inveshare”) for the delivery of blockchain technology applications, as contemplated as part of the Company’s acquisition of intellectual property assets from Inveshare.

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 value 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 June 30, 2020 and 2019, respectively, which are measured at fair value on a recurring basis during the period, segregated by level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash and cash equivalents:
Money market funds (1)	$	150.1	$	—	$	—	$	150.1
Other current assets:
Securities	0.5		—		—		0.5
Other non-current assets:
Securities	102.0		—		—		102.0
Total assets as of June 30, 2020	$	252.7	$	—	$	—	$	252.7
Liabilities:
Contingent consideration obligations	$	—	$	—	$	33.1	$	33.1
Total liabilities as of June 30, 2020	$	—	$	—	$	33.1	$	33.1


	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash and cash equivalents:
Money market funds (1)	$	68.1	$	—	$	—	$	68.1
Other current assets:
Securities	0.4		—		—		0.4
Other non-current assets:
Securities	81.8		—		—		81.8
Total assets as of June 30, 2019	$	150.3	$	—	$	—	$	150.3
Liabilities:
Contingent consideration obligations	$	—	$	—	$	28.4	$	28.4
Total liabilities as of June 30, 2019	$	—	$	—	$	28.4	$	28.4

(1)Money market funds include money market deposit account balances of $150.1 million and $30.1 million as of June 30, 2020 and 2019, respectively.

In addition, the Company has non-marketable securities with a carrying amount of $33.3 million as of June 30, 2020 and $12.9 million as of June 30, 2019 that are classified as Level 2 financial assets and included as part of Other non-current assets.

The following table sets forth an analysis of changes during fiscal years 2020 and 2019 in Level 3 financial liabilities of the Company:


	June 30,
	2020		2019
	(in millions)
Beginning balance	$	28.4	$	18.6
Additional contingent consideration incurred	7.0		7.9
Net increase in contingent consideration liability	1.0		3.6
Foreign currency impact on contingent consideration liability	(0.7)		(0.6)
Payments	(2.6)		(1.0)
Ending balance	$	33.1	$	28.4

The Company did not incur any Level 3 fair value asset impairments during fiscal year 2020 or fiscal year 2019. Changes in economic conditions or model based valuation techniques may require the transfer of financial instruments between levels. The Company’s policy is to record transfers between levels if any, as of the beginning of the fiscal year.

NOTE 8. LEASES

The Company’s leases consist primarily of real estate leases in locations where the Company maintains operations, and are classified as operating leases.

The Company evaluates each lease and service arrangement at inception to determine if the arrangement is, or contains, a lease. A lease exists if the Company obtains substantially all of the economic benefits of and has the right to control the use of an asset for a period of time. The lease term begins on the commencement date, which is the date the Company takes possession of the leased property and also classifies the lease as either operating or finance, and may include options to extend or terminate the lease if exercise of the option to extend or terminate the lease is considered to be reasonably certain. The Company’s options to extend or terminate a lease generally do not exceed five years. The lease term is used both to determine lease classification as an operating or finance lease and to calculate straight-line lease expense for operating leases. The weighted average remaining operating lease term as of June 30, 2020 was 10 years.

ROU assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. ROU assets also include prepaid lease payments and exclude lease incentives received. Certain leases require the Company to pay taxes, insurance, maintenance, and/or other operating expenses associated with the leased asset. Such amounts are not included in the measurement of the lease liability to the extent they are variable in nature (e.g. based on actual costs incurred). These variable lease costs are recognized as a variable lease expense when incurred. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to measure the lease liability and the associated ROU asset at commencement date. The incremental borrowing rate was determined based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate. The weighted average discount rate used in measurement of the Company’s operating lease liabilities as of June 30, 2020 was 3.1%.

Supplemental Balance Sheet Information


	June 30, 2020
	(In millions)
Assets:
Operating lease ROU assets (a)	$	292.6

Liabilities:
Operating lease liabilities (a) - Current	$	35.3
Operating lease liabilities (a) - Non-current	288.3
Total Operating lease liabilities	$	323.5

(a)Operating lease assets are included within Other non-current assets, and operating lease liabilities are included within Payables and accrued expenses (current portion) and Other non-current liabilities (non-current portion) in the Company’s Consolidated Balance Sheets as of June 30, 2020.

Components of Lease Cost (a)


	Fiscal Year Ended June 30, 2020
	(In millions)
Operating lease cost	$	40.9
Variable lease cost	24.4

(a)Lease cost is included within Cost of revenues and Selling, general and administrative expenses, dependent upon the nature and use of the ROU asset, in the Company’s Consolidated Statements of Earnings.

Supplemental Cash Flow Information


	Fiscal Year Ended June 30, 2020
	(In millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases	$	26.9
ROU assets obtained in exchange for operating lease liabilities	$	89.6

Maturity of Lease Liabilities under Accounting Standards Codification (“ASC”) 842 (Leases)

Future rental payments on leases with initial non-cancellable lease terms in excess of one year were due as follows at June 30, 2020:


	Operating Leases
Years Ending June 30,	(In millions)
2021	$	44.5
2022	41.6
2023	39.3
2024	37.2
2025	35.0
Thereafter	180.6
Total lease payments	378.2
Less: Discount Amount	54.7
Present value of operating lease liabilities	$	323.5

Maturity of Lease Liabilities under ASC 840 (Leases)

Future minimum rental payments on leases with initial non-cancellable lease terms in excess of one year were due as follows at June 30, 2019:


Years Ending June 30,	(In millions)
2020	$	46.8
2021	45.2
2022	39.5
2023	35.9
2024	34.7
Thereafter	204.4
Total lease payments	$	406.5

Rent expense for all operating leases was $49.0 million and $50.4 million during the year ended June 30, 2019 and 2018, respectively.

NOTE 9. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment at cost and Accumulated depreciation at June 30, 2020 and 2019 are as follows:


	June 30,
	2020		2019
	(in millions)
Property, plant and equipment:
Land and buildings	$	2.6	$	2.6
Equipment	269.1		435.6
Furniture, leaseholds and other	196.9		174.6
	468.6		612.9
Less: Accumulated depreciation	(307.0)		(423.9)
Property, plant and equipment, net	$	161.6	$	189.0

In fiscal years 2020 and 2019, Property, plant and equipment and Accumulated depreciation were each reduced by $33.9 million and $32.8 million, respectively, for asset retirements related to fully depreciated property, plant and equipment no longer in use.

Depreciation expense for Property, plant and equipment for the years ended June 30, 2020, 2019 and 2018 was as follows:


	Years ended June 30,
	2020		2019		2018
	(in millions)
Depreciation expense for Property, plant and equipment	$	50.6	$	65.8	$	63.4

NOTE 10. GOODWILL AND INTANGIBLE ASSETS, NET

Changes in Goodwill for the fiscal years ended June 30, 2020 and 2019 are as follows:


	Investor Communication Solutions		Global Technology and Operations		Total
	(in millions)
Goodwill, gross, at July 1, 2018	$	884.4	$	370.5	$	1,254.9
Transfers (a)	(2.8)		2.8		—
Additions	27.3		220.4		247.7
Fair value adjustments (b)	7.4		—		7.4
Foreign currency translation and other	(3.2)		(6.8)		(10.0)
Accumulated impairment losses	—		—		—
Goodwill, net, at June 30, 2019	$	913.1	$	586.9	$	1,500.0

Goodwill, gross, at June 30, 2019	$	913.1	$	586.9	$	1,500.0
Additions	131.6		69.9		201.5
Foreign currency translation and other	(5.1)		(13.0)		(18.1)
Fair value adjustments (b)	(0.2)		(8.8)		(9.0)
Accumulated impairment losses	—		—		—
Goodwill, net, at June 30, 2020	$	1,039.5	$	635.0	$	1,674.5

(a) In connection with an organizational change made in the first quarter of fiscal year 2020, in order to further align and enhance our portfolio of services, the results for the Company's wealth management Advisor Solutions services that were previously reported in our Investor Communication Solutions reportable segment are now reported within the Global Technology and Operations reportable segment. As a result, $2.8 million of goodwill was reclassified from the ICS segment to the GTO segment based on a relative fair value analysis.

(b) Fair value adjustments includes adjustments to goodwill as part of finalization of the purchase price allocations.

Additions for the fiscal year ended June 30, 2020 include $17.6 million, $84.4 million, $44.2 million and $39.1 million for the acquisitions of Shadow Financial, Fi360, ClearStructure and FundsLibrary, respectively. Additions for the fiscal year ended June 30, 2019 include $31.1 million, $181.6 million and $27.1 million for the acquisitions of Rockall, RPM and TD Ameritrade, respectively.

During fiscal years 2020, 2019 and 2018, the Company performed the required impairment tests of Goodwill and determined that there was no impairment. The Company also performs a sensitivity analysis under Step 1 of the goodwill impairment test assuming hypothetical reductions in the fair values of the reporting units. A 10% change in our estimates of projected future operating cash flows, discount rates, or terminal value growth rates, which are the most significant estimates used in our calculations of the fair values of the reporting units, would not result in an impairment of our goodwill.

Intangible assets at cost and accumulated amortization at June 30, 2020 and 2019 are as follows:


	June 30,
	2020										2019
	Original Cost		Accumulated Amortization		Intangible Assets, net		Original Cost		Accumulated Amortization		Intangible Assets, net
	(in millions)
Software licenses	$	137.9	$	(115.7)	$	22.2	$	125.8	$	(101.7)	$	24.1
Acquired software technology	196.8		(109.7)		87.1		164.7		(85.5)		79.3
Customer contracts and lists	644.5		(274.2)		370.3		549.6		(207.4)		342.1
Acquired intellectual property	136.6		(90.9)		45.7		135.0		(63.8)		71.2
Other intangibles	92.3		(34.0)		58.3		63.6		(24.1)		39.5
	$	1,208.1	$	(624.4)	$	583.8	$	1,038.7	$	(482.5)	$	556.2

In fiscal year 2020 there were no asset retirements related to fully amortized intangibles. In fiscal year 2019, intangible assets and accumulated amortization were reduced by $0.2 million for asset retirements related to fully amortized intangibles.

Other intangibles consist of capitalized internal use software and the following intangible assets acquired in business acquisitions: intellectual property, covenants, patents, and trademarks. All of the intangible assets have finite lives and as such, are subject to amortization.

The weighted-average remaining useful life of the intangible assets is as follows:


						Weighted-Average Remaining Useful Life (Years)
Acquired software technology						2.8
Software licenses						2.2
Customer contracts and lists						5.5
Acquired intellectual property						1.9
Other intangibles						4.2
Total weighted-average remaining useful life						4.5

Amortization of intangibles for the years ended June 30, 2020, 2019 and 2018 was as follows:


	Years ended June 30,
	2020		2019		2018
	(in millions)
Amortization expense for intangible assets	$	146.1	$	106.8	$	100.2

Estimated remaining amortization expenses of the Company’s existing intangible assets for the next five fiscal years and thereafter are as follows:


Years Ending June 30,	(in millions)
2021	$	150.5
2022	125.2
2023	103.3
2024	84.9
2025	65.0
Thereafter	54.8

NOTE 11. OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following:


	June 30,
	2020		2019
	(in millions)
Deferred client conversion and start-up costs	$	433.8	$	254.7
ROU assets (a)	292.6		—
Deferred sales commissions costs	104.4		95.5
Contract assets (b)	81.9		47.5
Deferred data center costs (c)	24.5		29.0
Long-term investments	141.6		100.4
Long-term broker fees	32.8		35.3
Other	30.2		30.6
Total	$	1,141.9	$	593.1

(a) ROU assets represent the Company’s right to an underlying asset for the lease term. Please refer to Note 8, “Leases” for a further discussion.

(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 with International Business Machines Corporation (“IBM”). Please refer to Note 18, “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 for the fiscal year ended June 30, 2020 and 2019 was $76.2 million and $65.7 million, respectively.

NOTE 12. PAYABLES AND ACCRUED EXPENSES

Payables and accrued expenses consisted of the following:


	June 30,
	2020		2019
	(in millions)
Accounts payable	$	151.8	$	133.7
Employee compensation and benefits	260.4		232.2
Accrued broker fees	109.5		87.0
Accrued dividend payable	62.2		55.4
Managed services administration fees	59.4		53.1
Customer deposits	44.5		34.8
Accrued taxes	38.5		68.9
Operating lease liabilities	35.3		—
Other	68.6		46.6
Total	$	829.9	$	711.7

NOTE 13. BORROWINGS

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


	Expiration Date	Principal amount outstanding at June 30, 2020		Carrying value at June 30, 2020		Carrying value at June 30, 2019		Unused Available Capacity		Fair Value at June 30, 2020
				(in millions)
Current portion of long-term debt
Fiscal 2014 Senior Notes (a)	September 2020	$	400.0	$	399.9	$	—	—		$	402.1
Total		$	400.0	$	399.9	$	—	—		$	402.1

Long-term debt, excluding current portion
Fiscal 2019 Revolving Credit Facility:
U.S. dollar tranche	March 2024	$	—	$	—	$	360.0	$	1,100.0	$	—
Multicurrency tranche	March 2024	149.8		149.8		215.7		250.2		149.8
Total Revolving Credit Facility		$	149.8	$	149.8	$	575.7	$	1,350.2	$	149.8

Fiscal 2014 Senior Notes (a)	September 2020	—		—		399.2		—		—
Fiscal 2016 Senior Notes	June 2026	500.0		496.1		495.5		—		554.3
Fiscal 2020 Senior Notes	December 2029	750.0		741.7		—		—		803.6
Total Senior Notes		$	1,250.0	$	1,237.8	$	894.7	$	—	$	1,357.8

Total long-term debt		$	1,399.8	$	1,387.6	$	1,470.4	$	1,350.2	$	1,507.7

Total debt		$	1,799.8	$	1,787.5	$	1,470.4	$	1,350.2	$	1,909.7

(a) The Fiscal 2014 Senior Notes were reclassified from Long-term debt to Current portion of long-term debt in September 2019 to reflect the remaining maturity of less than a year.

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


Years ending June 30,						2021						2022						2023						2024						2025						Thereafter						Total
(in millions)						$	400.0					$	—					$	—					$	149.8					$	—					$	1,250.0					$	1,799.8

Fiscal 2019 Revolving Credit Facility: On March 18, 2019, the Company entered into an amended and restated $1.5 billion five-year revolving credit facility (the “Fiscal 2019 Revolving Credit Facility”), which replaced the $1.0 billion five-year revolving credit facility entered into during February 2017 (the “Fiscal 2017 Revolving Credit Facility”) (together the “Revolving Credit Facilities”). The Fiscal 2019 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 2.59%, 3.26% and 2.44% for the fiscal years ended June 30, 2020, 2019 and 2018, respectively. The fair value of the variable-rate Fiscal 2019 Revolving Credit Facility borrowings at June 30, 2020 approximates carrying value and has been classified as a Level 2 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).

Borrowings under the Fiscal 2019 Revolving Credit Facility can be made in tranches up to 360 days and bear interest at LIBOR plus 101.5 basis points. In addition, the Fiscal 2019 Revolving Credit Facility has an annual facility fee equal to 11.0 basis points on the entire facility. The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Fiscal 2019 Revolving Credit Facility in accordance with individual drawn loan maturities. The Fiscal 2019 Revolving Credit Facility is subject to certain covenants, including a leverage ratio. At June 30, 2020, the Company is in compliance with all covenants of the Fiscal 2019 Revolving Credit Facility.

Fiscal 2014 Senior Notes: In August 2013, the Company completed an offering of $400.0 million in aggregate principal amount of senior notes (the “Fiscal 2014 Senior Notes”). The Fiscal 2014 Senior Notes will mature on September 1, 2020 and bear interest at a rate of 3.95% per annum. Interest on the Fiscal 2014 Senior Notes is payable semi-annually in arrears on March 1st and September 1st of each year. The Fiscal 2014 Senior Notes were issued at a price of 99.871% (effective yield to maturity of 3.971%). The indenture governing the Fiscal 2014 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money and to enter into certain sale-leaseback transactions. At June 30, 2020, the Company is in compliance with the covenants of the indenture governing the Fiscal 2014 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2014 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2014 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2014 Senior Notes at June 30, 2020 and 2019 was $402.1 million and $405.4 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 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, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At June 30, 2020, 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 June 30, 2020 and June 30, 2019 was $554.3 million and $509.8 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, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At June 30, 2020, 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 June 30, 2020 was $803.6 million, 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 2019 Revolving Credit Facility, Fiscal 2014 Senior Notes, Fiscal 2016 Senior Notes and Fiscal 2020 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 June 30, 2020 and 2019, respectively, there were no outstanding borrowings under these lines of credit.

NOTE 14. OTHER NON-CURRENT LIABILITIES

Other non-current liabilities consisted of the following:


	June 30,
	2020		2019
	(in millions)
Operating lease liabilities	$	288.3	$	—
Post-employment retirement obligations	144.3		130.8
Non-current income taxes	37.4		40.5
Acquisition related contingencies	17.6		26.3
Other	24.8		35.3
Total	$	512.4	$	232.8

NOTE 15. STOCK-BASED COMPENSATION

Incentive Equity Awards. The Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan (the “2007 Plan”) and 2018 Omnibus Award Plan (the “2018 Plan”) provide for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock awards, stock bonuses and performance compensation awards to employees, non-employee directors, and other key individuals who perform services for the Company. The 2018 Plan was approved by shareholders in November 2018 and replaced the 2007 Plan. The accounting for stock-based compensation requires the measurement of stock-based compensation expense to be recognized in the Consolidated Statements of Earnings based on the fair value of the award on the date of grant. In accordance with the 2007 Plan and 2018 Plan, the Company’s stock-based compensation consists of the following:

Stock Options: 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. Stock options are generally issued under a graded vesting schedule, meaning that they vest ratably over four years, and have a term of 10 years. A portion of the stock options granted in fiscal year 2018 have a cliff vesting schedule meaning that they fully vest in four years from the grant date and have a term of 10 years. Compensation expense for stock options under a graded vesting schedule is recognized over the requisite service period for each separately vesting portion of the stock option award. Compensation expense for stock options under a cliff vesting schedule is recognized equally over the vesting period of four years with 25 percent of the cost recognized over each 12 months period net of estimated forfeitures.

Time-based Restricted Stock Units: The Company has a time-based restricted stock unit (“RSU”) program under which RSUs representing the right to receive one share of the Company’s common stock for each vested RSU are granted. Time-based RSUs typically vest two and one-half years from the date of grant. The Company records stock compensation expense for time-based RSUs net of estimated forfeitures on a straight-line basis over the vesting period.

Performance-based Restricted Stock Units: The Company has a performance-based RSU program under which RSUs representing the right to receive one share of the Company’s common stock for each vested RSU are granted. RSUs vest upon the achievement by the Company of specific performance metrics. The Company records stock compensation expense for performance-based RSUs net of estimated forfeitures on a straight-line basis over the performance period, plus a subsequent vesting period, which typically totals approximately two and one-half years from the date of grant.

The activity related to the Company’s incentive equity awards for the fiscal years ended June 30, 2020, 2019 and 2018 consisted of the following:


	Stock Options				Time-based RSUs					Performance-based RSUs
	Number of Options	Weighted Average Exercise Price		Number of Shares	Weighted Average Grant-Date Fair Value		Number of Shares	Weighted Average Grant-Date Fair Value
Balances at July 1, 2017	5,137,641	$	39.63	1,074,593	$	55.98	470,862	$	58.26
Granted	1,079,442	93.42		456,217	78.86		198,485	76.71
Exercised (a)	(1,654,877)	31.09		—	—		—	—
Vesting of RSUs (b)	—	—		(463,561)	52.86		(150,068)	52.96
Expired/forfeited	(83,918)	42.89		(84,850)	60.18		(123,590)	43.00
Balances at June 30, 2018	4,478,288	$	55.69	982,399	$	67.72	395,689	$	74.29
Granted	528,978	98.72		360,147	121.11		133,213	116.53
Exercised (a)	(784,372)	39.94		—	—		—	—
Vesting of RSUs (b)	—	—		(430,270)	63.97		(198,420)	64.50
Expired/forfeited	(21,280)	94.14		(92,977)	76.57		(4,705)	80.57
Balances at June 30, 2019	4,201,614	$	63.85	819,299	$	92.15	325,777	$	97.43
Granted	501,192	117.43		340,006	118.74		110,260	120.09
Exercised (a)	(905,231)	46.47		—	—		—	—
Vesting of RSUs (b)	—	—		(408,716)	78.76		(176,900)	77.19
Expired/forfeited	(26,788)	88.01		(50,591)	113.07		(7,541)	80.24
Balances at June 30, 2020 (c)	3,770,787	$	74.97	699,998	$	111.37	251,596	$	122.11

(a)Stock options exercised during the fiscal years ended June 30, 2020, 2019 and 2018 had intrinsic values of $68.9 million, $65.8 million and $116.3 million, respectively.

(b)Time-based RSUs that vested during the fiscal years ended June 30, 2020, 2019 and 2018 had a total fair value of $38.4 million, $45.4 million and $50.6 million, respectively. Performance-based RSUs that vested during the fiscal years ended June 30, 2020, 2019 and 2018 had a total fair value of $16.5 million, $21.7 million and $19.1 million, respectively.

(c)As of June 30, 2020, the Company’s outstanding stock options using the fiscal year-end share price of $126.19 had an aggregate intrinsic value of $193.1 million. As of June 30, 2020, the Company’s outstanding “in the money” vested stock options using the fiscal year-end share price of $126.19 had an aggregate intrinsic value of $145.8 million. As of June 30, 2020, time-based RSUs and performance-based RSUs expected to vest using the fiscal year-end share price of $126.19 (approximately 0.7 million and 0.2 million shares, respectively) had an aggregate intrinsic value of $83.7 million and $30.3 million, respectively. Performance-based RSUs 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 tables below summarize information regarding the Company’s outstanding and exercisable stock options as of June 30, 2020:


	Outstanding Options
	Options Outstanding	Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in millions) (a)
Range of Exercise Prices
$0.01 to $35.00	383,527	2.14	$	22.66
$35.01 to $50.00	428,000	3.57	$	37.69
$50.01 to $65.00	602,156	5.02	$	52.56
$65.01 to $80.00	333,869	6.52	$	67.32
$80.01 to $95.00	999,436	7.46	$	93.40
$95.01 to $110.00	522,607	8.55	$	98.67
$110.01 to $125.00	501,192	9.59	$	117.43
	3,770,787	6.44	$	74.97	$	193.1


	Exercisable Options
Range of Exercise Prices	Options Exercisable	Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in millions) (a)
$0.01 to $35.00	383,527	2.14	$	22.66
$35.01 to $50.00	428,000	3.57	$	37.69
$50.01 to $65.00	602,156	5.02	$	52.56
$65.01 to $80.00	203,014	6.51	$	67.32
$80.01 to $95.00	239,017	7.28	$	93.13
$95.01 to $110.00	146,286	8.47	$	99.61
$110.01 to $125.00	22,211	9.37	$	119.37
	2,024,211	4.88	$	54.15	$	145.8

(a) Calculated using the closing stock price on the last trading day of fiscal year 2020 of $126.19, less the option exercise price, multiplied by the number of instruments.

Stock-based compensation expense of $60.8 million, $58.4 million, and $55.1 million was recognized in the Consolidated Statements of Earnings for the fiscal years ended June 30, 2020, 2019 and 2018, respectively, as well as related tax benefits of $13.5 million, $13.5 million, and $15.7 million, respectively.

As of June 30, 2020, the total remaining unrecognized compensation cost related to non-vested stock options and RSU awards amounted to $14.9 million and $45.6 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 1.9 years and 1.5 years, respectively.

In April 2013, the Company began reissuing treasury stock to satisfy stock option exercises and issuances under the Company’s RSU awards. From time to time, the Company may repurchase shares of its common stock under its authorized share repurchase programs. The Company repurchased 0.4 million shares in fiscal year 2020 under our share repurchase program as compared to 3.2 million shares repurchased in fiscal year 2019, which excludes shares withheld by the Company to cover payroll taxes on the vesting of RSU awards, which are also accounted for as treasury stock. The Company considers several factors in determining when to execute share repurchases, including, among other things, actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions.

The following table presents the assumptions used to determine the fair values of the stock option grants using the Binomial options pricing model during the fiscal years ended June 30, 2020, 2019 and 2018:


	Fiscal Year Ended June 30, 2020			Fiscal Year Ended June 30, 2019			Fiscal Year Ended June 30, 2018
Graded Vesting
Risk-free interest rate	1.5		%	2.5		%	2.7		%
Dividend yield	1.8		%	2.0		%	1.6		%
Weighted-average volatility factor	23.0		%	26.0		%	23.8		%
Weighted-average expected life (in years)	5.7			5.9			6.5
Weighted-average fair value (in dollars)	$	21.49		$	22.12		$	22.16


	Fiscal Year Ended June 30, 2018
Cliff Vesting
Risk-free interest rate	2.7		%
Dividend yield	1.6		%
Weighted-average volatility factor	23.8		%
Weighted-average expected life (in years)	6.0
Weighted-average fair value (in dollars)	$	21.65

NOTE 16. EMPLOYEE BENEFIT PLANS

A. Defined Contribution Savings Plans. The Company sponsors a 401(k) savings plan covering eligible U.S. employees of the Company. This plan provides a base contribution plus Company matching contributions on a portion of employee contributions.

An Executive Retirement and Savings Plan (the “ERSP”) was adopted effective January 1, 2015 for those executives who are not participants in the Broadridge SORP or Broadridge SERP (defined below). The ERSP is a defined contribution plan that allows eligible full-time U.S. employees to defer compensation until a later date and the Company will match a portion of the deferred compensation above the qualified defined contribution compensation and deferral limitations.

The costs recorded by the Company for these plans were:


	Years ended June 30,
	2020		2019		2018
	(in millions)
401(k) savings plan	$	42.6	$	35.5	$	34.4
ERSP	2.5		2.3		1.9
Total	$	45.1	$	37.8	$	36.3

B. Defined Benefit Pension Plans. The Company sponsors a Supplemental Officer Retirement Plan (the “SORP”). The 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 SORP was closed to new participants beginning in fiscal year 2015. The Company also sponsors a Supplemental Executive Retirement Plan (the “SERP”). The 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 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 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 $54.5 million at June 30, 2020 and $41.9 million at June 30, 2019 and are included in Other non-current assets in the accompanying Consolidated Balance Sheets.

The amounts charged to expense by the Company for these plans were:


	Years ended June 30,
	2020		2019		2018
	(in millions)
SORP	$	4.8	$	3.9	$	4.3
SERP	0.4		0.5		0.6
Total	$	5.2	$	4.4	$	4.9

The benefit obligation to the Company under these plans at June 30, 2020, 2019 and 2018 was:


	Years ended June 30,
	2020		2019		2018
	(in millions)
SORP	$	53.8	$	45.5	$	38.3
SERP	6.0		5.4		4.5
Total	$	59.8	$	50.8	$	42.8

C. Other Post-retirement Benefit Plan. The Company sponsors an Executive Retiree Health Insurance Plan. It is a post-retirement benefit plan pursuant to which the Company helps defray the health care costs of certain eligible key executive retirees and qualifying dependents, based upon the retirees’ age and years of service, until they reach the age of 65. The plan is currently unfunded.

The amounts charged to expense by the Company for this plan were:


	Years ended June 30,
	2020		2019		2018
	(in millions)
Executive Retiree Health Insurance Plan	$	0.5	$	0.5	$	0.4

The benefit obligation to the Company under this plan at June 30, 2020, 2019 and 2018 was:


	Years ended June 30,
	2020		2019		2018
	(in millions)
Executive Retiree Health Insurance Plan	$	4.5	$	5.2	$	5.3

D. Other Post-employment Benefit Obligations. The Company sponsors a post-employment plan (the “Gratuity Plan”) covering all employees in India who are eligible under the terms of their employment. The Gratuity Plan is required by local law and provides a lump sum payment to vested employees upon retirement, death, incapacitation, or termination of employment based on the respective employee’s salary and the tenure of employment. The Gratuity Plan is currently unfunded.

The amounts charged to expense by the Company for this plan were:


	Years ended June 30,
	2020		2019		2018
	(in millions)
The Gratuity Plan	$	1.0	$	1.3	$	1.0

The benefit obligation to the Company under this plan at June 30, 2020, 2019 and 2018 was:


	Years ended June 30,
	2020		2019		2018
	(in millions)
The Gratuity Plan	$	6.4	$	5.8	$	5.0

NOTE 17. INCOME TAXES

Earnings before income taxes shown below are based on the geographic location to which such earnings are attributable.


	Years Ended June 30,
	2020		2019		2018
	(in millions)
Earnings before income taxes:
U.S.	$	492.4	$	526.4	$	450.0
Foreign	87.2		80.8		111.1
Total	$	579.5	$	607.3	$	561.0

The Provision for income taxes consists of the following components:


	Years Ended June 30,
	2020		2019		2018
	(in millions)
Current:
U.S. Domestic	$	46.7	$	88.8	$	89.4
Foreign	33.1		24.7		43.4
State	8.3		15.1		9.6
Total current	88.1		128.7		142.4
Deferred:
U.S. Domestic	33.1		2.2		(13.6)
Foreign	(10.7)		(2.8)		4.9
State	6.5		(2.9)		(0.6)
Total deferred	29.0		(3.5)		(9.3)
Total Provision for income taxes	$	117.0	$	125.2	$	133.1


	Years Ended June 30,
	2020		%	2019		%	2018		%
	(in millions)
Provision for income taxes at U.S. statutory rate	$	121.7	21.0	$	127.5	21.0	$	157.4	28.1
Increase (decrease) in Provision for income taxes from:
State taxes, net of federal tax	11.3		1.9	12.0		2.0	9.4		1.7
Foreign tax differential	3.2		0.6	3.8		0.6	(2.4)		(0.4)
Valuation allowances	2.4		0.4	0.4		0.1	(5.0)		(0.9)
Stock-based compensation - excess tax benefits (“ETB”)	(15.6)		(2.7)	(19.3)		(3.2)	(40.9)		(7.3)
Tax Act Items	—		—	(0.5)		(0.1)	15.4		2.7
Other	(5.9)		(1.0)	1.3		0.2	(0.8)		(0.1)
Total Provision for income taxes	$	117.0	20.2	$	125.2	20.6	$	133.1	23.7

The Provision for income taxes and effective tax rates for the fiscal year ended June 30, 2020 were $117.0 million and 20.2%, compared to $125.2 million and 20.6%, for the fiscal year ended June 30, 2019, respectively. The decrease in the effective tax rate for the fiscal year ended June 30, 2020 compared to the fiscal year ended June 30, 2019 was primarily driven by higher discrete benefits, partially offset by lower ETB of $15.6 million for the fiscal year ended June 30, 2020 compared to $19.3 million for the fiscal year ended June 30, 2019.

The Provision for income taxes and effective tax rates for the fiscal year ended June 30, 2019 were $125.2 million and 20.6%, compared to $133.1 million and 23.7%, for the fiscal year ended June 30, 2018, respectively. The decrease in the effective tax rate for the fiscal year ended June 30, 2019 compared to the fiscal year ended June 30, 2018 is primarily due to a reduced statutory U.S. federal tax rate as well as a prior period net tax charge relating to the enactment of the Tax Act, partially offset by the recognition of lower ETB attributable to stock-based compensation compared to the ETB recognized in fiscal year ended June 30, 2018. In the fiscal year ending June 30, 2019, the Company’s federal corporate statutory income tax rate was 21.0% compared to a blended tax rate of 28.1% for the prior fiscal year. In addition, notwithstanding the reduction in the federal corporate statutory income tax rate for the fiscal year ended June 30, 2018, the Tax Act required the Company to accrue a transition tax on earnings of certain foreign subsidiaries at December 31, 2017, and which in turn led to the accrual of applicable foreign withholding taxes to repatriate such earnings subject to the transition tax. At June 30, 2018 the Company estimated the transition tax and applicable foreign withholding taxes to be approximately $30.8 million, partially offset by a benefit of approximately $15.3 million relating to the remeasurement of the Company’s net deferred tax liabilities. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) which provided the Company with up to one year to finalize accounting for the impacts of the Tax Act. Under SAB 118, the Company finalized the prior year estimate of the transition tax and applicable withholding taxes and recognized a tax benefit of approximately $0.5 million in the fiscal year ended June 30, 2019. In addition to the lower corporate tax rate, the Tax Act introduced two new federal tax provisions relating to foreign source earnings, (i) a minimum tax on global intangible low-tax income (“GILTI”) and (ii) a deduction for foreign-derived intangible income (“FDII”). Both provisions were effective beginning with the fiscal year ended June 30, 2019, and on a net basis generated a tax benefit of approximately $1.8 million.

As of June 30, 2020, the Company had approximately $525.4 million of accumulated earnings and profits attributable to foreign subsidiaries. The Company considers $265.0 million of accumulated earnings attributable to foreign subsidiaries to be permanently reinvested outside the U.S. and has not determined the cost to repatriate such earnings since it is not practicable to calculate the amount of income taxes payable in the event all such foreign earnings are repatriated. The Company does not consider the remaining $260.4 million of accumulated earnings to be permanently reinvested outside the U.S. The Company has accrued approximately $8.9 million of foreign withholding taxes and $0.6 million of state income taxes attributable to such earnings.

Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company’s deferred tax assets and liabilities at June 30, 2020 and 2019 were as follows:


	June 30,
	2020		2019
	(in millions)
Classification:
Long-term deferred tax assets (included in Other non-current assets)	$	2.6	$	5.5
Long-term deferred tax liabilities	(126.8)		(86.7)
Net deferred tax liabilities	$	(124.2)	$	(81.3)
Components:
Deferred tax assets:
Accrued expenses not currently deductible	$	3.1	$	3.2
Compensation and benefits not currently deductible	59.1		57.6
Net operating and capital losses	16.4		11.1
Tax credits	7.7		7.5
Other	9.1		6.1
Total deferred tax assets	95.5		85.6
Less: Valuation allowances	(6.7)		(3.3)
Deferred tax assets, net	88.8		82.2
Deferred tax liabilities:
Goodwill and identifiable intangibles	112.8		100.9
Depreciation	17.3		10.1
Net deferred expenses	66.5		33.6
Unremitted earnings	9.5		12.2
Other	7.0		6.8
Deferred tax liabilities	213.0		163.5
Net deferred tax liabilities	$	(124.2)	$	(81.3)

The Company has estimated foreign net operating loss carryforwards of approximately $13.1 million as of June 30, 2020 of which $1.5 million expires in the June 30, 2020 through June 30, 2028 period, and of which $11.6 million has an indefinite utilization period. In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately $37.0 million of which $16.9 million can be utilized through June 30, 2030 with the balance of $20.2 million having an indefinite utilization period.

Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets attributable to net operating and capital loss carryforwards of certain subsidiaries to offset future taxable earnings. The Company has recorded valuation allowances of $6.7 million and $3.3 million at June 30, 2020 and 2019, respectively. The determination as to whether a deferred tax asset will be recognized is made on a jurisdictional basis and is based on the evaluation of historical taxable income or loss, projected future taxable income, carryforward periods, scheduled reversals of deferred tax liabilities and tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The assumptions used to project future taxable income require significant judgment and are consistent with the plans and estimates used to manage the underlying businesses.

In the next twelve months, the Company does not expect a material change to its net reserve balance for unrecognized tax benefits.

The following table summarizes the activity related to the Company’s gross unrecognized tax positions:


	Fiscal Year Ended June 30,
	2020		2019		2018
	(in millions)
Beginning balance	$	40.2	$	22.8	$	18.7
Gross increase related to prior period tax positions	0.5		17.3		3.5
Gross increase related to current period tax positions	5.9		2.8		3.0
Gross decrease related to prior period tax positions	(9.5)		(2.6)		(2.4)
Ending balance	$	37.1	$	40.2	$	22.8

As of June 30, 2020, 2019 and 2018, the net reserve for unrecognized tax positions recorded by the Company that is included in the preceding table of gross unrecognized tax positions was $33.8 million, $33.4 million, and $19.4 million respectively, and if reversed in full, would favorably affect the effective tax rate by these amounts, respectively.

The $9.5 million, $2.6 million and $2.4 million gross decreases in fiscal years 2020, 2019 and 2018, respectively, for prior period tax positions related to certain tax audit settlements and certain state, federal and foreign statute of limitation expirations.

During the fiscal year ended June 30, 2020, the Company adjusted accrued interest by approximately less than $0.1 million and recognized a total liability for interest on unrecognized tax positions of $3.6 million; in the fiscal year ended June 30, 2019, the Company adjusted accrued interest by approximately $(0.1) million and recognized a total liability of $3.6 million for interest on unrecognized tax positions; in the fiscal year ended June 30, 2018 the Company adjusted accrued interest by approximately $0.5 million and recognized a total liability of $3.7 million for interest on unrecognized tax positions.

The Company is regularly subject to examination of its income tax returns by U.S. Federal, state and foreign income tax authorities. The tax years that are currently open and could be subject to income tax audits for U.S. federal and most state and local jurisdictions are fiscal years ending June 30, 2013 through June 30, 2020, and for Canadian operations that could be subject to audit in Canada, fiscal years ending June 30, 2015 through June 30, 2020. A change in the assessment of the outcomes of such matters could materially impact our Consolidated Financial Statements.

NOTE 18. CONTRACTUAL COMMITMENTS, CONTINGENCIES, AND OFF-BALANCE SHEET ARRANGEMENTS

Data Center Agreements

In March 2010, the Company and IBM entered into an Information Technology Services Agreement (the “IT Services Agreement”), under which IBM provides certain aspects of the Company’s information technology infrastructure. Under the IT Services Agreement, IBM provides 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 the 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. Fixed minimum commitments remaining under the Amended IT Services Agreement at June 30, 2020 are $251.7 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 “IBM 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 IBM Private Cloud Agreement has an initial term of approximately 10 years and three months, expiring on March 31, 2030. As a result of the IBM 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 IBM Private Cloud Agreement. Pursuant to the IBM Private Cloud Agreement, the Company has agreed to transfer the ownership of certain Company-owned hardware (the “Hardware”) located at Company facilities worldwide along with the Company’s maintenance agreements (“Maintenance Contracts”) associated with the Hardware to IBM. The transfer of the Hardware and Maintenance Contracts to IBM is expected to close no later than September 30, 2020. The Company concluded that the Hardware qualifies as assets held for sale since the Company has committed to a plan of disposal expected to be completed within a year, and therefore, has recorded the Hardware at fair value less costs to dispose based on the expected selling price to IBM (a Level 3 fair value measurement as defined in Note 7, “Fair Value of Financial Instruments”). Accordingly, the Company has recorded a non-cash pre-tax charge of $30.4 million for the year ended June 30, 2020, equal to the difference between the Hardware’s carrying value and estimated fair value less costs to dispose, included as part of Cost of revenues on the Company’s Consolidated Statements of Earnings and is included in Other for purposes of the Company's segment reporting. As of June 30, 2020, the Hardware classified as assets held for sale has a carrying amount of $18.0 million and is included in the Company’s Other current assets line item on the Consolidated Balance Sheets. Fixed minimum commitments remaining under the IBM Private Cloud Agreement at June 30, 2020 are $236.7 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-premise 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 term or one additional 24-month term. Fixed minimum commitments remaining under the Amended EU IT Services Agreement at June 30, 2020 are $23.9 million through fiscal year 2029, the final year of the contract.

The total annual expenses related to these IBM agreements was $118.7 million, $106.1 million, and $107.5 million for the fiscal years ended June 30, 2020, 2019 and 2018, respectively.

The following table summarizes the capitalized costs related to data center agreements as of June 30, 2020:


	Amended IT Services Agreement		Amended EU IT Services Agreement		Total
	(in millions)
Capitalized costs, beginning balance	$	62.3	$	5.0	$	67.3
Capitalized costs incurred	0.3		1.6		1.8
Impact of foreign currency exchange	—		(0.2)		(0.2)
Total capitalized costs, ending balance	62.6		6.3		68.9
Total accumulated amortization	(40.1)		(4.3)		(44.4)
Net Deferred IBM Costs	$	22.5	$	2.0	$	24.5

The following table summarizes the respective total annual amortization expense of capitalized costs related to data center agreements:


	Years ended June 30,
	2020		2019		2018
	(in millions)
Amended IT Services Agreement	$	4.2	$	5.3	$	5.3
Amended EU IT Services Agreement	1.8		0.5		0.5
Total expenses	$	6.1	$	5.8	$	5.8

Investments

At June 30, 2020, the Company has a future commitment to fund $3.5 million to one of the Company’s investees.

Contractual Obligations

The Company has obligations under the Amended IT Services Agreement, the Amended EU IT Services Agreement, the IBM Private Cloud Agreement, software license agreements including hosted software arrangements, and software and hardware maintenance and support agreements.

The following table summarizes the total expenses related to these agreements:


	Years ended June 30,
	2020		2019		2018
	(in millions)
Data center expenses	$	118.7	$	106.1	$	107.5
Software license agreements	57.0		37.3		33.7
Software/hardware maintenance agreements	72.1		65.0		63.5
Total expenses	$	247.9	$	208.4	$	204.6

The minimum commitments at June 30, 2020 for the aforementioned Amended IT Services Agreement, the Amended EU IT Services Agreement, the IBM Private Cloud Agreement, software license agreements including hosted software arrangements, and software and hardware maintenance and support agreements are as follows:


Years Ending June 30,	(in millions)
2021	$	93.4
2022	88.3
2023	85.1
2024	79.9
2025	64.0
Thereafter	170.0
Total	$	580.8

Other

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.

It is not the Company’s business practice to enter into off-balance sheet arrangements. However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations, and cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company may use derivative financial instruments as risk management tools and not for trading purposes. The Company was not a party to any derivative financial instruments as of June 30, 2020 and 2019.

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 wholly-owned subsidiary, which is a broker-dealer registered with the Securities and Exchange Commission 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 June 30, 2020, BBPO was in compliance with this 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 June 30, 2020, BBPO was in compliance with this capital requirement.

In addition, Matrix Trust Company (“Matrix Trust”), 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 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 June 30, 2020, Matrix Trust was in compliance with its capital requirements.

NOTE 19. 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):


	Foreign Currency Translation		Securities		Pension and Post- Retirement Liabilities		Total
	(in millions)
Balances at July 1, 2017	$	(48.9)	$	2.3	$	(9.2)	$	(55.8)
Other comprehensive income/(loss) before reclassifications	5.7		1.1		(0.1)		6.7
Amounts reclassified from accumulated other comprehensive income/(loss)	—		(3.7)		1.0		(2.7)
Balances at June 30, 2018	$	(43.2)	$	(0.4)	$	(8.3)	$	(51.9)
Cumulative effect of changes in accounting principle (a)	—		0.4		(1.9)		(1.5)
Other comprehensive income/(loss) before reclassifications	(15.0)		—		(3.6)		(18.7)
Amounts reclassified from accumulated other comprehensive income/(loss)	—		—		0.9		0.9
Balances at June 30, 2019	$	(58.3)	$	—	$	(12.9)	$	(71.2)
Other comprehensive income/(loss) before reclassifications	(26.4)		—		(4.2)		(30.7)
Amounts reclassified from accumulated other comprehensive income/(loss)	—		—		1.5		1.5
Balances at June 30, 2020	$	(84.7)	$	—	$	(15.7)	$	(100.4)

(a)Reflects the adoption of accounting standards as described in Note 2, “Summary of Significant Accounting Policies.”

NOTE 20. 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.

In connection with an organizational change made in the first quarter of fiscal year 2020, in order to further align our portfolio of services, the results for the Company's wealth management Advisor Solutions services that were previously reported in our Investor Communication Solutions reportable segment are now reported within the Global Technology and Operations reportable segment. As a result, our prior period segment results have been revised to reflect this change, which resulted in transferring $42.8 million of revenues and $2.2 million of earnings before income taxes between reportable segments for the year ended June 30, 2019 and $46.3 million of revenues and $5.5 million earnings before income taxes between reportable segments for the year ended June 30, 2018.


	Investor Communication Solutions		Global Technology and Operations		Other		Foreign Currency Exchange		Total
	(in millions)
Year ended June 30, 2020
Revenues	$	3,491.3	$	1,174.2	$	—	$	(136.4)	$	4,529.0
Earnings (loss) before income taxes	464.1		245.0		(146.3)		16.8		579.5
Assets	2,484.4		1,734.2		671.1		—		4,889.8
Capital expenditures	35.9		5.3		21.6		—		62.7
Depreciation and amortization	42.9		12.0		18.9		—		73.8
Amortization of acquired intangibles	81.7		39.7		1.5		—		122.9
Amortization of other assets	30.9		54.8		16.8		—		102.6
Year ended June 30, 2019
Revenues	$	3,468.3	$	996.3	$	—	$	(102.4)	$	4,362.2
Earnings (loss) before income taxes	506.2		212.5		(130.9)		19.4		607.3
Assets	2,155.6		1,423.6		301.6		—		3,880.7
Capital expenditures	34.5		6.5		9.6		—		50.6
Depreciation and amortization	54.3		11.9		19.0		—		85.2
Amortization of acquired intangibles	70.6		16.3		0.5		—		87.4
Amortization of other assets	36.4		45.7		5.3		—		87.4
Year ended June 30, 2018
Revenues	$	3,449.3	$	957.9	$	—	$	(77.3)	$	4,329.9
Earnings (loss) before income taxes	489.1		204.8		(151.4)		18.6		561.0
Assets	2,072.2		925.1		307.4		—		3,304.7
Capital expenditures	38.9		29.0		8.8		—		76.7
Depreciation and amortization	51.7		11.3		19.1		—		82.1
Amortization of acquired intangibles	64.7		16.7		—		—		81.4
Amortization of other assets	12.3		30.9		5.3		—		48.5

Revenues and assets by geographic area are as follows:


	United States		Canada		United Kingdom		Other		Total
	(in millions)
Year ended June 30, 2020
Revenues	$	3,989.7	$	341.6	$	144.4	$	53.5	$	4,529.0
Assets	$	3,783.2	$	479.2	$	373.4	$	253.9	$	4,889.8
Year ended June 30, 2019
Revenues	$	3,913.8	$	279.5	$	127.5	$	41.4	$	4,362.2
Assets	$	2,870.2	$	504.8	$	277.0	$	228.7	$	3,880.7
Year ended June 30, 2018
Revenues	$	3,907.2	$	273.6	$	118.7	$	30.4	$	4,329.9
Assets	$	2,661.9	$	216.7	$	257.8	$	168.3	$	3,304.7

NOTE 21. QUARTERLY FINANCIAL RESULTS (UNAUDITED)

Summarized quarterly results of operations for the fiscal years ended June 30, 2020 and 2019 are as follows:


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Fiscal Year Total
	(in millions, except per share amounts)
Year ended June 30, 2020
Revenues	$	948.6	$	968.7	$	1,249.9	$	1,361.9	$	4,529.0
Gross profit	221.1		187.7		377.4		477.7		1,263.9
Operating income	73.1		26.8		226.3		298.8		624.9
Earnings before income taxes	63.8		10.5		210.5		294.8		579.5
Net earnings	55.9		10.1		166.8		229.7		462.5
Basic EPS	$	0.49	$	0.09	$	1.46	$	2.00	$	4.03
Diluted EPS	$	0.48	$	0.09	$	1.43	$	1.97	$	3.95
Year ended June 30, 2019
Revenues	$	972.8	$	953.4	$	1,224.8	$	1,211.2	$	4,362.2
Gross profit	233.8		219.4		377.5		399.6		1,230.2
Operating income	100.1		78.2		233.6		240.8		652.7
Earnings before income taxes	89.3		64.3		223.6		230.0		607.3
Net earnings	76.7		49.9		172.2		183.2		482.1
Basic EPS	$	0.66	$	0.43	$	1.49	$	1.59	$	4.16
Diluted EPS	$	0.64	$	0.42	$	1.45	$	1.55	$	4.06

NOTE 22. SUBSEQUENT EVENTS

On August 10, 2020, the Company’s Board of Directors increased the Company’s quarterly cash dividend by $0.035 per share to $0.575 per share, an increase in the expected annual dividend amount from $2.16 to $2.30 per share. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Company’s Board of Directors, and will depend upon many factors, including the Company’s financial condition, earnings, capital requirements of its businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board of Directors deems relevant.

Broadridge Financial Solutions, Inc.

Schedule II—Valuation and Qualifying Accounts

($ in millions)


Column A	Column B		Column C		Column D		Column E
	Balance at beginning of period		Additions charged to costs and expenses		Deductions		Balance at end of period
Fiscal year ended June 30, 2020:
Allowance for doubtful accounts	$	2.6	$	9.6	$	(2.4)	$	9.8
Deferred tax valuation allowance	$	3.3	$	3.4	$	—	$	6.7
Other receivables	$	—	$	1.0	$	—	$	1.0
Fiscal year ended June 30, 2019:
Allowance for doubtful accounts	$	2.7	$	1.1	$	(1.2)	$	2.6
Deferred tax valuation allowance	$	3.8	$	—	$	(0.4)	$	3.3
Fiscal year ended June 30, 2018:
Allowance for doubtful accounts	$	3.7	$	1.4	$	(2.4)	$	2.7
Deferred tax valuation allowance	$	9.3	$	—	$	(5.5)	$	3.8

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