Broadridge Financial Solutions (BR) 10-K risk factor changes: FY2021 vs FY2020

The [removed: current] Covid-19 pandemic may negatively impact our business, results of operations and financial performance.

The [removed: current] Covid-19 pandemic is having a significant effect on the world economy, which has created significant uncertainties.

These uncertainties include, but are not limited to, the adverse effects of the pandemic on the economy, our employees, our clients and our third-party service [removed: providers and the general impact of recession in the U.S. The Covid-19 pandemic has created significant volatility, uncertainty and business and economic disruption.][added: providers.]

- The Covid-19 pandemic and the stay-at-home orders and quarantine rules resulting from the pandemic [added: could] have [removed: had] an impact on our ability to perform our services and the operations of our facilities.

Our ability to provide our services and solutions could [removed: continue to] be negatively impacted, including as a result of our employees or our clients’ and vendors’ employees working remotely, or due to business slowdown or interruption caused by the illness of our employees or the safety measures implemented to prevent the illness of our employees such as the potential closures of offices and facilities.

- We have taken several measures in response to Covid-19, including adopting strict social distancing and cleaning measures in our production facilities, taking the temperature of production-related employees in affected areas, and [removed: instituting] [added: continuing] remote work for many of our employees.

We may take further actions in our facilities as may be required by government authorities or as we determine are in the best interests of our employees, clients, and [removed: vendors.][added: vendors, including as employees return to our offices.]

- We are a global company and our business is highly dependent on the financial services industry and exchanges and market [removed: centers, particularly in North America.][added: centers.]

An extended period of market disruption or closures, or a prolonged economic [removed: downturn (including whether there is a resurgence or second wave of infections)] [added: downturn,] could negatively impact our business and financial results.

We [removed: have experienced] [added: could experience] a decrease in demand for [removed: certain of] our services [removed: and] [added: or] a delay or reduction in our sales [removed: which could continue] if [removed: the] [added: a prolonged] economic downturn [removed: is prolonged or it] causes financial stress for our clients.

Further, [removed: the] [added: a sustained] decline in market [removed: activity has resulted] [added: values could result] in decreased assets under administration negatively impacting our mutual fund processing business.

- The technological resources and infrastructure used by us, as well as the third-party service providers and vendors who support us, such as internet [removed: capacity] [added: capacity,] may be strained due to the increase in the number of remote users.

We [removed: do not yet know] [added: cannot foresee] the full extent of the impacts on our business, our operations or the global economy and the full impact will depend on numerous evolving factors that are outside our control.

In fiscal year [removed: 2020,] [added: 2021,] we derived approximately [removed: 20% of our consolidated revenues from our five largest clients and approximately 52%] [added: 51%] of the revenues of our Global Technology and Operations segment from the 15 largest clients in that segment.

Our largest single client accounted for approximately 6% of our consolidated revenues in fiscal year [removed: 2020.][added: 2021.]

Such costs for all clients represented approximately [removed: 9%] [added: 10%] of our total assets as of June 30, [removed: 2020.][added: 2021.]

We maintain systems and procedures including encryption, authentication technology, data loss prevention technology, entitlement management, access control and anti-malware software, and transmission of data over private networks to protect against unauthorized access to physical and electronic information, including by [removed: cyber-attacks.][added: cybersecurity attacks.]

It is also possible that a third-party vendor could intentionally or inadvertently disclose sensitive [removed: data] [added: data,] including personal information.

We require our third-party vendors to have appropriate security controls if they have access to the personal information of our clients’ [removed: customers.][added: customers or our employees.]

We have experienced cybersecurity threats to our information technology infrastructure and have experienced non-material [removed: cyber-attacks,] [added: cybersecurity attacks,] attempts to breach our systems and other similar incidents.

Therefore, our services, such as our proxy [removed: and] [added: services,] shareholder report [removed: distribution and processing] [added: distribution,] and customer communications services, are particularly sensitive to changes in laws and regulations governing the financial services industry and the securities markets.

Our [added: investor communications] services and the fees we charge our clients for certain services are subject to change if applicable SEC or stock exchange rules or regulations are amended, or new laws or regulations are adopted, which could result in a [added: material] negative impact on our business and financial results.

The SEC, FINRA, [removed: DOL and] [added: DOL,] various stock [removed: exchanges,] [added: exchanges] and other U.S. and foreign governmental or regulatory authorities continuously review legislative and regulatory initiatives and may adopt new or revised laws and [added: regulations or provide revised interpretations or they may change the enforcement priorities with respect to existing laws and] regulations.

These legislative and regulatory initiatives may [removed: adversely affect] [added: impact] the way in which we conduct our [removed: business and] [added: business, requiring changes to the way we provide our services or additional investment which] may make our business less [added: profitable.]

Our provision of these services must comply with applicable rules and regulations of the SEC, FINRA, [removed: DOL and] [added: DOL,] various stock [removed: exchanges,] [added: exchanges] and other regulatory bodies charged with safeguarding the integrity of the securities markets and other financial markets and protecting the interests of investors participating in these markets.

If we fail to comply with any applicable regulations in performing [removed: those] [added: these] services, we could [removed: lose our clients,] be subject to suits for breach of contract or to governmental proceedings, censures and [removed: fines, our reputation could be harmed, and we could be limited in our ability to obtain new clients.][added: fines.]

In addition, our event-driven fee revenues are based on the number of special [added: corporate] events and [removed: corporate] transactions we process.

In such circumstances, we cannot be certain that we will be able to replace our key third-party vendors in a timely manner or on terms commercially reasonable to us given, among other reasons, the scope of responsibilities undertaken by some of our [added: service] providers, the depth of their experience and their familiarity with our operations generally.

If we change a significant vendor, an existing [added: service] provider makes significant changes to the way it conducts its operations, or is acquired, or we seek to bring in-house certain services performed today by third parties, we may experience unexpected disruptions in the provision of our solutions, which could have a material adverse effect on our business and financial results.

Furthermore, certain third-party [removed: services] [added: service] providers or vendors may have access to sensitive data including personal information, valuable intellectual property and other proprietary or confidential data provided to us by our clients.

Moreover, because we have outsourced our data center operations and use third-party cloud services [added: providers] for storage of certain data, the operation, performance and security functions of the data center and the cloud system involve factors beyond our control.

For example, the Covid-19 pandemic continues to adversely impact global commercial activity and has contributed to a general economic recession, adversely impacting our [removed: clients and the markets.][added: clients.]

[removed: If] [added: In addition, if] the credit ratings of our outstanding indebtedness are downgraded, or if rating agencies indicate that a downgrade may occur, our business, financial position, and results of operations could be adversely affected and perceptions of our financial strength could be damaged.

A downgrade would [added: also] have the effect of increasing our borrowing costs and could decrease the availability of funds we are able to borrow, adversely affecting our business, financial position, and results of operations.

[removed: In addition,] [added: Further,] a downgrade could adversely affect our relationships with our clients.

- [removed: valuation:] [added: *valuation*:] finding suitable businesses to acquire at affordable valuations or on other acceptable terms; competition for acquisitions from other potential acquirors, and negotiating a fair price for the business based on inherently limited due diligence reviews;

- [removed: integration:] [added: *integration*:] managing the complex process of integrating the acquired company’s people, products, technology, and other assets, and converting their financial, information security, privacy and other systems and controls to meet our standards, so as to realize the projected value of the acquired company and the synergies projected to be realized in connection with the acquisition; and

- [removed: legacy issues:] [added: *legacy issues*:] protecting against actions, claims, regulatory investigations, losses, and other liabilities related to the predecessor business.

Goodwill accounted for approximately [removed: 34%] [added: 46%] of the total assets on our balance sheet as of June 30, [removed: 2020.][added: 2021.]

For example, the United Kingdom’s withdrawal from the European Union (“Brexit”) became effective on January 31, [removed: 2020.][added: 2020 and on December 24, 2020, the United Kingdom and the European Union entered into the EU-UK Trade and Cooperation Agreement, which governs bilateral relations in areas such as trade, intellectual property, and energy.]

The Covid-19 pandemic has created significant uncertainty and business and economic disruption.

The pandemic continues to adversely impact global commercial activity.

Changes in laws and regulations could require changes in the services we provide or the manner in which we provide our services, or they could result in a reduction or elimination of the demand for our services.

For example, the SEC’s recently proposed modifications to the mutual fund and exchange-traded fund disclosure framework could have an impact on our services, business and financial results if adopted and implemented as proposed.

With an increased focus on vendor risk management, the FFIEC and other regulatory agencies provide guidelines for overseeing technology service providers, increasing the contractual requirements with our clients and the cost of providing our services.

In addition, we could lose clients and our reputation could be harmed, negatively impacting our ability to attract new clients.

- additional debt incurred to finance an acquisition could impact our liquidity and may cause a credit downgrade;

We have incurred additional debt in connection with the Itiviti acquisition, which could have a negative impact on our financing options and liquidity position, which could in turn adversely affect our business.

As of June 30, 2021, we had $3,914.4 million in aggregate principal amount of total debt.

Additionally, our revolving credit facility has a remaining borrowing capacity of $1,385.6 million as of June 30, 2021.

Our overall leverage and the terms of our financing arrangements could:

- limit our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity;

- make it more difficult for us to satisfy the terms of our debt obligations;

- limit our ability to refinance our indebtedness on terms acceptable to us, or at all;

- limit our flexibility to plan for and to adjust to changing business and market conditions and increase our vulnerability to general adverse economic and industry conditions;

- require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements; and

- increase our vulnerability to adverse economic or industry conditions.

Our ability to meet expenses and debt service obligations will depend on our future performance, which could be affected by financial, business, economic and other factors.

If we are not able to pay our debt service obligations, we may be required to refinance all or part of our debt, sell assets, borrow more money or raise additional equity capital.

The current pandemic continues to adversely impact global commercial activity in many countries, including the U.S., and has contributed to significant volatility in financial markets.

profitable.

Also, changes in the interpretation or enforcement of existing laws and regulations by those entities may adversely affect our business.

In addition, in connection with the offering of CITs, Matrix Trust acts as a discretionary trustee and ERISA fiduciary.

ERISA and the applicable provisions of the federal tax laws impose a number of duties on persons who are fiduciaries under ERISA.

As a result, we may face the risk of lawsuits and regulatory proceedings resulting from a breach of Matrix Trust’s fiduciary responsibilities.

For a description of the aspects of our business that are subject to regulatory compliance or oversight, please refer to Part I, “Item 1.

Business - Regulation” of this Annual Report on Form 10-K for a more detailed discussion.

For a description of privacy and information security regulations affecting us, please refer to Part I, “Item 1.

Business - Regulations - Privacy and Information Security Regulations” of this Annual Report on Form 10-K for a more detailed discussion.

Our business, financial position, and results of operations could be harmed by adverse rating actions by credit rating agencies.

For further information with respect to our borrowing costs, see Note 13, “Borrowings” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K.

A transition period will apply until the end of 2020 (or later, if extended) during which the pre-Brexit legal regime will continue to apply while the United Kingdom and European Union negotiate rules that will apply to their future relationship.

It is unknown how that future relationship will be structured which is likely to lead to differing laws and regulations in the United Kingdom and European Union and further global economic, trade and regulatory uncertainty.

This continued uncertainty surrounding the withdrawal, has caused, and may continue to cause, economic uncertainty including volatility in global stock markets and currency exchange rate fluctuations, resulting in a decline in the value of the British pound relative to the U.S. dollar.

*This discussion summarizes the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal years ended June 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein.

*The discussion summarizing the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal year ended June 30, [removed: 2018] [added: 2019] can be found in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year [removed: 2019] [added: 2020] (the [removed: “2019] [added: “2020] Annual Report”), which was filed with the Securities and Exchange Commission on August [removed: 6, 2019.*][added: 11, 2020.*]

[removed: Investor] [added: | Investor] Communication [removed: Solutions][added: Solutions | | | $ | 3,867.5 | | | | | $ | 3,491.3 | | | | | $ | 376.2 | | | | | 11 | | |]

[removed: Global] [added: | Global] Technology and [removed: Operations][added: Operations | | | 1,258.1 | | | | | | 1,174.2 | | | | | | 83.9 | | | | | | 7 | | |]

| | | | | | | Shadow Financial | | | | | | Fi360 | | | | | | Clear-Structure | | | | | | Funds-Library | | | | | | [removed: Total | | | | | | | | | | | |] [added: Other Acquisitions] | | | | | | [added: Total] | | |

| | | | | | | [removed: (in millions) | | | | | | | | | | | |] [added: (in millions)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash payments, net of cash acquired | | | | | | $ | 35.6 | | | | | $ | 116.0 | | | | | $ | 59.1 | | | | | $ | [removed: 69.6] [added: 69.9] | | | | | $ | [removed: 280.3 | | | | | | | | | | | |] [added: 17.3] | | | | | [added: $] | [added: 298.0] | |

| Deferred payments, net | | | | | | [removed: 2.9 | | | | | | 3.5 | | | | | | 2.6 | | | | | |] — | | | | | | [removed: 9.0 | | | | | | | | | | | |] [added: 2.9] | | | | | | [added: 2.9] | | |

| Contingent consideration liability | | | | | | — | | | | | | — | | | | | | 7.0 | | | | | | — | | | | | | [removed: 7.0] | | | | | | [removed: | | | | | | | | | | | |] [added: 7.0] | | |

| Net tangible assets acquired / (liabilities assumed) | | | | | | $ | [removed: (0.2)] [added: (0.1)] | | | | | $ | (7.9) | | | | | $ | [removed: 0.6] [added: 0.2] | | | | | $ | [removed: (3.3)] [added: (3.1)] | | | | | $ | [removed: (10.8) | | | | | | | | | | | |] [added: (2.2)] | | | | | [added: $] | [added: (13.1)] | |

| Goodwill | | | | | | 17.6 | | | | | | 84.4 | | | | | | 44.2 | | | | | | [removed: 39.1 | | | | | | 185.3 | | | | | |] [added: 39.2] | | | | | | [added: 13.5] | | | | | | [added: 198.9] | | |

| Intangible assets | | | | | | 21.1 | | | | | | 43.1 | | | | | | 23.9 | | | | | | 33.8 | | | | | | [removed: 121.8 | | | | | | | | | | | |] [added: 7.8] | | | | | | [added: 129.6] | | |

In addition, the acquisition adds capabilities across [removed: exchange traded] [added: exchange-traded] derivatives and cryptocurrency.

- Goodwill is [added: not] tax deductible.

- The fair value of the contingent consideration liability at June 30, [removed: 2020] [added: 2021] is [removed: $7.0] [added: $5.0] million.

The business [removed: will be] [added: was] combined with FundAssist, Broadridge's existing European funds regulatory communications business.

The following represents the fiscal year [removed: 2019] [added: 2021] acquisitions:

Fiscal Year [removed: 2019] [added: 2021] Acquisitions:

| | | | [removed: | | | (in] [added: ($ in] millions) | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Contingent consideration liability | | | | | | [removed: 7.0 | | | | | | 0.8 | | | | | |] — | | | | | | [removed: 7.9 | | | | | | | | | | | |] [added: 7.3] | | | | | | [added: 7.3] | | |

| Net tangible assets acquired / (liabilities assumed) | | | | | | $ | [removed: (2.9) | | | | | $ | 6.8] [added: (256.6)] | | | | | $ | [removed: —] [added: (3.0)] | | | | | $ | [removed: 3.9 | | | | | | | | | | | | | | | | | |] [added: (259.6)] | |

- Intangible assets acquired consist primarily of [removed: software technology and] customer [removed: relationships,] [added: relationships and software technology,] which are being amortized over a [removed: four-year] [added: five-year] life and [removed: six-year] [added: five-year] life, respectively.

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

Certain prior period amounts have been reclassified to conform to the current year presentation where applicable, except as it relates to [removed: (i)] ASU No. 2016-02, as amended “Leases” (“ASU No. [removed: 2016-02”), (ii) ASU No. 2014-09, “Revenue from Contracts with Customers” (“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.][added: 2016-02”).]

If the carrying amount of [added: the] reporting unit [removed: goodwill] exceeds [removed: the implied] [added: its] fair [removed: value of that goodwill,] [added: value,] an impairment loss shall be recognized in an amount equal to that [removed: excess.][added: excess not to exceed the total amount of goodwill allocated to that reporting unit.]

We had [removed: $1,674.5] [added: $3,720.1] million of goodwill as of June 30, [removed: 2020.][added: 2021.]

The Company performs a sensitivity analysis under [removed: Step 1 of] the goodwill impairment test assuming hypothetical reductions in the fair values of our reporting units.

The Company has estimated foreign net operating loss carryforwards of approximately [removed: $13.1] [added: $63.0] million as of June 30, [removed: 2020] [added: 2021] of which [removed: $1.5] [added: $7.9] million are subject to expiration in the June 30, [removed: 2020] [added: 2022] through June 30, [removed: 2028] [added: 2041] period.

The remaining [removed: $11.6] [added: $55.1] million of carryforwards has an indefinite utilization period.

In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately [removed: $37.0] [added: $43.5] million of which [removed: $16.9] [added: $24.4] million [removed: can be utilized] [added: are subject to expiration in the June 30, 2022] through June 30, [removed: 2030] [added: 2037 period] with the balance of [removed: $20.2] [added: $19.1] million having an indefinite utilization period.

U.S. federal net operating loss carryforwards resulting from tax losses beginning with the fiscal year ended June 30, 2019 have an indefinite carryforward under the [added: U.S.] Tax [removed: Act.][added: Cuts and Jobs Act (the “Tax Act”).]

The Company did not realize any federal net operating losses for the fiscal year ended June 30, [removed: 2020.][added: 2021.]

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 [removed: attributable to net operating and capital loss carryforwards] of certain subsidiaries to offset future taxable earnings.

The Company has recorded valuation allowances of [removed: $6.7] [added: $10.5] million and [removed: $3.3] [added: $6.7] million at June 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year [removed: 2020] [added: 2021] stock option grants would result in approximately a [removed: $2.4] [added: $2.2] million change in total pre-tax stock-based compensation expense for the fiscal year [removed: 2020] [added: 2021] grants, which would be amortized over the vesting period.

A hypothetical change of one year in the expected life assumption used to determine the fair value of the fiscal year [removed: 2020] [added: 2021] stock option grants would result in approximately a [removed: $0.8] [added: $0.7] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2020] [added: 2021] grants, which would be amortized over the vesting period.

A hypothetical change of one percentage point in the forfeiture rate assumption used for the fiscal year [removed: 2020] [added: 2021] stock option grants would result in approximately a $0.1 million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2020] [added: 2021] grants, which would be amortized over the vesting period.

[added: A hypothetical one-half percentage point change in the dividend yield] assumption used to determine the fair value of the fiscal year [removed: 2020] [added: 2021] stock option grants would result in approximately a [removed: $0.9] [added: $0.8] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2020] [added: 2021] grants, which would be amortized over the vesting period.

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

| | | | | | | Itiviti | | | | | | Advisor-Stream | | | | | | Total | | |

| Cash payments, net of cash acquired | | | | | | $ | 2,580.4 | | | | | $ | 23.2 | | | | | $ | 2,603.6 | |

| Aggregate purchase price | | | | | | $ | 2,580.4 | | | | | $ | 33.4 | | | | | $ | 2,613.8 | |

| Goodwill | | | | | | 1,932.4 | | | | | | 25.8 | | | | | | 1,958.2 | | |

| Intangible assets | | | | | | 904.6 | | | | | | 10.5 | | | | | | 915.1 | | |

| Aggregate purchase price | | | | | | $ | 2,580.4 | | | | | $ | 33.4 | | | | | $ | 2,613.8 | |

Itiviti Holding AB (“Itiviti”)

In May 2021, the Company acquired Itiviti, a leading provider of trading and connectivity technology to the capital markets industry.

The acquisition of Itiviti extends the Company’s back-office capabilities into the front-office and deepens its multi-asset class solutions, better enabling the Company to help its clients adapt to a rapidly evolving marketplace.

Itiviti is included in the Company’s GTO reportable segment.

AdvisorStream Ltd. (“AdvisorStream”)

In June 2021, the Company acquired AdvisorStream, a leading provider of digital engagement and marketing solutions for the global wealth and insurance industries.

AdvisorStream's advisor marketing platform enables advisors to drive revenue and growth by providing personalized and consistent client communications.

AdvisorStream is included in the Company’s GTO reportable segment.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Deferred payments, net | | | | | | 3.0 | | | | | | 3.5 | | | | | | 2.1 | | | | | | — | | | | | | 1.7 | | | | | | 10.4 | | |

| Aggregate purchase price | | | | | | $ | 38.6 | | | | | $ | 119.5 | | | | | $ | 68.3 | | | | | $ | 69.9 | | | | | $ | 19.1 | | | | | $ | 315.4 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Aggregate purchase price | | | | | | $ | 38.6 | | | | | $ | 119.5 | | | | | $ | 68.3 | | | | | $ | 69.9 | | | | | $ | 19.1 | | | | | $ | 315.4 | |

The combination of FundsLibrary's data platform and technology with Broadridge's existing fund calculation, document creation and translation capabilities, creates an end-to-end solution for fund managers and distributors, enabling them to respond to demanding regulatory requirements across multiple jurisdictions.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | |

| | | | | | | | | | | | |

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

“Investment Gain” represents a non-operating, non-cash gain on a privately held investment.

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

“Gain on Acquisition-Related Financial Instrument” represents a non-operating gain on a financial instrument designed to minimize the Company's foreign exchange risk associated with the acquisition of Itiviti (the “Itiviti Acquisition”), as well as certain other non-operating financing costs associated with the Itiviti Acquisition.

During fiscal year 2021, mutual fund proxy fee revenues were 17% greater than the prior fiscal year.

For the fiscal year ended June 30, 2021, we are reporting Closed sales net of a 5.0% allowance adjustment.

Under the Proposal, fund companies would send investors streamlined annual and semi-annual shareholder reports instead of long-form shareholder reports.

The Proposal would allow fund companies to send investors streamlined and tailored annual and semi-annual shareholder reports instead of long-form shareholder reports The Proposal also would replace the requirement for funds to distribute an annual prospectus to existing shareholders and instead requires timely communication of material changes via supplemental communications.

of this Annual Report.

| | | | ($) | | | | | | (%) | | | | | | | | | | | | | | | | | |

| Revenues | | | $ | 4,993.7 | | | | | $ | 4,529.0 | | | | | $ | 464.7 | | | | | 10 | | | | | |

| Earnings before income taxes | | | 696.2 | | | | | | 579.5 | | | | | | 116.6 | | | | | | 20 | | | | | |

The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2021 and 2020, and the dollar and percentage changes between periods:

| | | | | | | | | | | | | | | | | | | | | | | | |

We provide governance and communications solutions through our 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, our Customer Communications business also serves companies in the healthcare, insurance, consumer finance, telecommunications, utilities and other service industries.

A large portion of our Investor Communication Solutions business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing.

ProxyEdge® is our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies.

We also provide the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help our clients meet their regulatory compliance needs.

For asset managers and retirement service providers, we offer data-driven solutions and an end-to-end platform for content management, composition, and multi-channel distribution of regulatory, marketing, and transactional information.

Our data and analytics solutions provide investment product distribution data, analytical tools, insights, and research to enable asset managers to optimize product distribution across retail and institutional channels globally.

Through Matrix, we provide mutual fund trade processing services for retirement service providers, third party administrators, financial advisors, banks and wealth management professionals.

In addition, we provide public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy distribution and processing services, proxy and annual report document management solutions, virtual shareholder meeting services, and solutions that help gain insight into their shareholder base through our shareholder data services.

We also offer financial reporting document composition and management solutions, SEC disclosure and filing services, and registrar, stock transfer and record-keeping services through Broadridge Corporate Issuer Solutions.

We provide 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 Cloud platform.

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.

We are a leading global provider of securities processing solutions for capital markets, wealth management, and asset management firms.

We offer 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.

Our core post-trade services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management and manage risk, thereby enabling them to focus on their core business activities.

Our multi-asset, multi-market, multi-entity and multi-currency solutions support real-time global trade processing of equity, fixed income, mutual fund, foreign exchange, and exchange traded derivatives.

Our comprehensive wealth management platform offers capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding.

The wealth management platform enables full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools.

We also integrate data, content and technology to drive new customer acquisition, support holistic advice and cross-sell opportunities through the creation of sales and educational content, including seminars as well as customizable advisor websites, search engine marketing and electronic and print newsletters.

Our advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.

We offer 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 our Managed Services, we provide business process outsourcing services that support the entire trade lifecycle operations of our buy- and sell-side clients’ businesses through a combination of our technology and our operations expertise and we provide support for advisor, investor and compliance workflow.

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.

BUSINESS COMBINATIONS

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Aggregate purchase price | | | | | | $ | 38.5 | | | | | $ | 119.5 | | | | | $ | 68.7 | | | | | $ | 69.6 | | | | | $ | 296.3 | | | | | | | | | | | | | | | | | | | |

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.

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.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Rockall | | | | | | RPM | | | | | | TD Ameritrade* | | | | | | Total | | | | | | | | | | | | | | | | | | | | |

| Cash payments, net of cash acquired | | | | | | $ | 34.9 | | | | | $ | 258.3 | | | | | $ | 61.5 | | | | | $ | 354.7 | | | | | | | | | | | | | | | | | | | |

| Deferred payments, net | | | | | | 0.5 | | | | | | 40.9 | | | | | | — | | | | | | 41.4 | | | | | | | | | | | | | | | | | | | | |

| Aggregate purchase price | | | | | | $ | 42.4 | | | | | $ | 300.1 | | | | | $ | 61.5 | | | | | $ | 404.0 | | | | | | | | | | | | | | | | | | | |

| Goodwill | | | | | | 31.1 | | | | | | 181.6 | | | | | | 27.1 | | | | | | 239.8 | | | | | | | | | | | | | | | | | | | | |

| Intangible assets | | | | | | 14.2 | | | | | | 111.7 | | | | | | 34.4 | | | | | | 160.3 | | | | | | | | | | | | | | | | | | | | |

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

The Company was not a party to any derivative financial instrument as of June 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

As of June 30, [removed: 2020, $149.8] [added: 2021, $1,657.8] million, or [removed: 8%,] [added: 43%,] of the Company’s total outstanding debt balance of [removed: $1,787.5] [added: $3,887.6] million is based on floating interest rates.

We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings of a change in market interest rates on amounts borrowed from the revolving credit facility [added: and Fiscal 2021 Term Loans] during the fiscal year ended June 30, [removed: 2020.][added: 2021.]

Assuming a hypothetical increase of one hundred basis points in interest rates on our variable rate debt during the fiscal year ended June 30, [removed: 2020,] [added: 2021,] our pre-tax earnings would have decreased by approximately [removed: $5.8] [added: $8.4] million for the fiscal year ended June 30, [removed: 2020;] [added: 2021;] however, this would have been offset by interest earned on cash balances.

While the substantial majority of our business is conducted within the U.S., approximately 12% of our fiscal year [removed: 2020] [added: 2021] revenues were earned outside of the U.S. and approximately [removed: 23%] [added: 40%] of our total consolidated assets as of June 30, [removed: 2020] [added: 2021] resided in our foreign subsidiaries.

For the fiscal year ended June 30, [removed: 2020,] [added: 2021,] a hypothetical 10% decrease in the value of the Canadian dollar and British pound versus the U.S. dollar would have resulted in a decrease in our total pre-tax earnings of approximately [removed: $13.1] [added: $16.7] million.

A hypothetical 10% decrease in the value of the Canadian dollar and British pound versus the U.S. dollar at June 30, [removed: 2020] [added: 2021] would have resulted in a decrease to our total assets of approximately [removed: $84.3] [added: $96.7] million.

Our $1,657.8 million in variable rate debt at June 30, 2021 consists of our revolving credit facility, which, depending on the currency of the loan, bears interest at LIBOR, CDOR, EURIBOR, TIBOR and STIBOR plus 1.015% per annum (subject to step-ups to 1.175% and step-downs to 0.805% based on ratings) or SONIA plus 1.0476% per annum (subject to step-ups to 1.2076% and step-downs to 0.8376% based on ratings), plus an additional annual facility fee equal to 11.0 basis points on the entire facility (subject to step-ups to 20.0 basis points and step-downs to 7.0 basis points based on ratings), and the outstanding portion of our Fiscal 2021 Term Loans which bears interest at LIBOR plus 0.875% per annum (subject to step-ups to LIBOR plus 1.250% or a step-down to LIBOR plus 0.750% based on ratings).

Our $149.8 million in variable rate debt at June 30, 2020 consists of our revolving credit facility, which bears interest at LIBOR plus 101.5 basis points on borrowed amounts, plus an additional annual facility fee equal to 11.0 basis points on the entire facility.

We serve a large and diverse client base [removed: across four client groups: banks/broker-dealers, asset management firms/mutual] [added: including banks, broker-dealers, mutual] funds, [added: retirement service providers, corporate issuers and] wealth [removed: management firms] and [removed: corporate issuers.][added: asset management firms.]

For capital markets firms, we help our clients lower [added: their] costs and improve the effectiveness of their [removed: trade and account processing operations with support for their operational technologies, and their administration, finance, risk] [added: businesses across the front, middle] and [removed: compliance requirements.][added: back office.]

We provide [added: the following] governance and communications solutions through our Investor Communication Solutions business [removed: segment to the following financial services clients: banks/broker-dealers, asset management firms/mutual funds, wealth management firms] [added: segment: Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions,] and [removed: corporate issuers.][added: Customer Communications Solutions.]

In addition to financial services firms, [removed: our Customer Communications business also serves companies] [added: we service corporate clients] in the healthcare, insurance, consumer finance, telecommunications, [removed: utilities] [added: utilities,] and other service [removed: industries.][added: industries with their essential communications.]

We also provide the distribution of regulatory [removed: reports] [added: reports, class action] and corporate action/reorganization event information, as well as tax reporting solutions that help our clients meet their regulatory compliance needs.

For asset managers and retirement service providers, we offer data-driven solutions and an end-to-end platform for content management, composition, and [removed: multi-channel] [added: omni-channel] distribution of regulatory, marketing, and transactional information.

In addition, we provide public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy [removed: distribution and] [added: materials distribution, proxy] processing [added: and tabulation] services, [added: digital voting solutions,] proxy and [removed: annual] [added: shareholder] report document management solutions, virtual shareholder meeting services, and [removed: solutions that help them gain insight into their] shareholder [removed: base through our shareholder] data services.

Through one point of integration, the [added: Broadridge] Communications [removed: Cloud] [added: CloudSM platform (the “Communications Cloud”)] helps companies create, deliver, and manage [removed: multi-channel] [added: their] communications and customer engagement.

The platform includes data-driven composition tools, identity and preference management, [removed: multi-channel] [added: omni-channel] optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.

We are a leading global provider of [removed: securities processing] [added: business] solutions for capital [removed: markets,] [added: markets and] wealth [removed: management,] and [removed: asset] [added: investment] management firms.

We offer advanced solutions that automate [removed: the securities] [added: firms’] transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, margin, cash management, clearance and settlement, asset servicing, reference data management, reconciliations, securities financing and collateral optimization, compliance and regulatory reporting, and portfolio accounting and custody-related services.

Our multi-asset, multi-market, multi-entity and multi-currency solutions support real-time global trade processing of equity, fixed income, mutual fund, foreign exchange, and [removed: exchange traded] [added: exchange-traded] derivatives.

We process on average over [removed: $8] [added: $9] trillion in equity and fixed income trades per day of United States of America (“U.S.”) and Canadian securities.

We also integrate data, content and technology to drive new customer acquisition, support holistic [added: and personalized] advice and cross-sell opportunities through the creation of sales and educational content, including seminars as well as customizable advisor websites, search engine marketing and electronic and print newsletters.

We currently support over 200,000 professionals at more than 300 financial firms with our wealth management [removed: solutions.][added: solutions in the U.S. and Canada.]

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

[removed: Through our Managed Services,] [added: In addition,] we provide business process outsourcing services [added: (“BPO”)] that support the entire trade lifecycle operations of our buy- and sell-side clients’ businesses through a combination of our technology and our operations expertise.

We define our market opportunity in our strong and growing global businesses in both governance and [removed: communications and] capital markets, with an additional growth platform in wealth and investment management.

We deliver multi-client technology and [removed: managed] [added: business process outsourcing] services primarily through common SaaS-based operations platforms.

All of this translates into our core value proposition to be a trusted provider of technology and [removed: managed] services across a range of analytical, operational and reporting functions.

Broadridge, as a trusted outside [removed: partner,] [added: service provider,] can undertake streamlining and better integrate [removed: this] [added: our clients’] infrastructure and processes.

[added: - *Capital Markets.*] Global institutions have a strong need to simplify their complex technology environment, and our [removed: SaaS-based] [added: SaaS-based,] global, [removed: multi-asset class] [added: multi-asset-class] technology platform addresses this need.

[removed: We] [added: As a leader in global trade management, we] are driving [removed: global post-trade management to create transformation opportunities to] [added: next-generation solutions that] simplify our clients’ operations, improve [removed: performance,] [added: performance and resiliency,] evolve to global operating models, [removed: adopt] [added: adapt to] new technologies, and enable our clients to better manage their data.

[removed: -] *Wealth [removed: Management*.][added: and Investment Management Solutions*]

[added: - *Wealth and Investment Management.*] Wealth [added: and investment] management [removed: clients] [added: clients,] including full-service, regional and independent broker-dealers, investment advisors, insurance companies and retirement solutions providers are all undergoing unprecedented change.

These firms are in need of partners to help them navigate the demographic shift of advisors and [removed: investors, the large generational transference of wealth] [added: investors] and the aging of the client experience and operational technologies that are essential to their business.

These market dynamics are driving the need to more seamlessly integrate technology and processes and [removed: access] [added: the need] to [added: access] data-centric digital wealth solutions to better service advisors and investors.

To address [removed: this need,] [added: these demands,] we have developed a holistic wealth management platform solution that provides seamless systems and data integration capabilities and enables firms to improve advisor productivity, investor experience and operational process efficiencies.

This continues to create opportunities for Broadridge to assist in the areas where we have scale and domain expertise, which includes [removed: digital, cloud,] [added: artificial intelligence,] blockchain, [added: cloud, digital,] and [removed: artificial intelligence] [added: other new] technologies.

[removed: Broadridge conducts] [added: We conduct] a client satisfaction survey for each of [removed: its] [added: our] major business units annually, the results of which are a component of all [removed: Broadridge] [added: our] associates’ compensation because of the importance of client retention to the achievement of [removed: Broadridge’s] [added: our] revenue goals.

We [removed: continued to expand our services for asset managers and mutual funds through the acquisition of Matrix, a provider of] [added: also provide] mutual fund [added: and exchange-traded funds] trade processing services for retirement service providers, [removed: third party] [added: third-party] administrators, financial advisors, banks and wealth management professionals [removed: in 2011.][added: through Matrix.]

Matrix’s operational, trust, custody, trading and mutual fund and [removed: exchanged traded] [added: exchange-traded] funds [removed: (“ETFs”)] settlement services [removed: strengthened] [added: are integrated into our product suite thereby strengthening] Broadridge’s role as a provider of [removed: data processing] [added: insight, technology] and [removed: distribution channel solutions] [added: business process outsourcing] to the [removed: mutual fund] [added: asset management and retirement] industry.

The Investor Communication Solutions segment’s revenues represented approximately 77% [removed: and 80%] of our total Revenues in fiscal years [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the U.S. dollar.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.” [removed: The] [added: We provide the following] services and solutions [removed: provided] through our Investor Communication Solutions [removed: segment serve the following client groups:][added: segment:]

We handle the entire proxy materials distribution and voting process for our [removed: bank and] [added: bank,] broker-dealer [added: and fund] clients.

We offer traditional hard copy and electronic services for the delivery of proxy materials to investors and collection of consents; maintenance of a [added: rules engine and] database that contains the delivery method preferences of our clients’ customers; posting of documents on [removed: the Internet;] [added: their websites;] e-mail notification to investors notifying them that proxy materials are available; and proxy voting [removed: over the Internet,] [added: via web or] mobile [removed: devices and tablets.][added: app.]

In addition, we provide a complete outsourced solution for the processing of international proxies with the ability to process proxy voting in over [removed: 120] [added: 100] international markets.

These participant broker-dealers and banks (which are known as “Nominees” because they hold securities in name only) in turn hold the shares on behalf of their [removed: clients,] [added: customers,] the individual beneficial owners.

Nominees, upon request, are required to provide companies with [removed: lists] [added: the information] of beneficial owners who do not object to having their names, addresses, and shareholdings supplied to companies, so called “non-objecting beneficial owners” (or “NOBOs”).

Given the large number of Nominees involved in the beneficial proxy process resulting from the large number of beneficial shareholders, we play a unique, central and integral role in ensuring that the beneficial proxy process occurs without issue for both [removed: Nominees] [added: Nominees, companies] and [removed: companies.][added: investors.]

We have implemented digital applications to make voting easier for retail investors.

We provide omni-channel customer communications solutions, which include print and digital solutions, to modernize technology infrastructures, simplify communications processes, accelerate digital adoption and improve the customer experience.

With the recent acquisition of Itiviti Holding AB (“Itiviti”), we have strengthened our capabilities with a set of front-office trade order and execution management solutions, connectivity and network offerings which will integrate with our existing middle and back-office solutions.

Our technology and associates power the critical infrastructure behind investing, governance and communications.

Broadridge makes our clients stronger, and through them, we enable better financial lives for investors around the globe.

We plan to continue building on our global platform capabilities, enabling our clients to simplify and improve their global operations across cash securities and other asset classes.

Our recent acquisition of Itiviti, for example, allows us to expand our services across the trade lifecycle for equities and exchange-traded derivatives and grow our international reach.

We continue to develop component solutions that meet the regulatory, risk, data, and analytics needs of our clients, while also helping to drive more efficient liquidity, price discovery, and improved execution for the firms we serve.

This can be achieved by simplifying and modernizing their complicated and interwoven legacy systems.

We believe these needs have only accelerated during the Covid-19 pandemic.

Across financial services, the pace of change is only accelerating.

*Regulatory Solutions*

We also offer proxy vote solicitation services for the registered clients of fund companies, efficiently managing the entire proxy campaign.

Class actions and collective redress proceedings continue to grow in volume and complexity and global recovery options vary by country, resulting in a complex patchwork of participation and filing requirements.

We provide global class action services handling the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products.

In 2021, with the effectiveness of the European Union Shareholder Rights Directive II (“SRD II”), we have implemented an SRD II component to our Global Proxy solution.

SRD II requires banks and broker-dealers that invest in European securities to provide all investors, retail and institutional, the ability to vote, disclose shareholder information upon request and distribute meeting or corporate action notices to all customers.

Our SRD II solution helps our clients meet their SRD II compliance obligations and provides a seamless proxy voting platform for our clients’ retail and institutional customers.

*Data-Driven Fund Solutions*

*Corporate Issuer Solutions*

These services provide aggregated shareholder data and analytics, shareholder delivery preferences and voting trends.

- We also offer environmental, social and governance (“ESG”) services to corporate issuers through which we help our clients identify industry best practices and advise them on aligning with leading ESG frameworks.

The Communications Cloud provides our clients the flexibility to implement only the modules and delivery channels needed to address their specific communication needs.

The platform’s open application programming interfaces and self-servicing tools help our clients improve their communications systems’ efficiency and productivity.

Our solutions enable global capital markets firms to access market liquidity, drive more effective market making and efficient front-to-back trade.

In 2021, with the acquisition of Itiviti, a leading provider of trading and connectivity technology to the capital markets industry, we now offer a set of global front-office trade order and execution management systems, connectivity and network offerings.

The acquisition adds a complementary set of solutions to our existing post-trade product suite and other capital markets capabilities.

The combination is expected to enable our clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes.

Within our Global Technology and Operations business, our capital markets solutions compete with in-house operations and vendors that provide trade processing, back-office record keeping, and sell-side order and execution management systems.

Similarly, our wealth management solutions compete with service providers that deliver data, technology solutions, and marketing services, and our investment management solutions compete with firms that provide portfolio management, compliance and operational support solutions.

As part of Broadridge’s technology strategy, we leverage traditional data center services as well as private cloud and public cloud services.

At June 30, 2021, BBPO was in compliance with this capital requirement.

In addition, several U.S. states have also recently adopted new privacy laws or are proposing to pass their own state privacy laws.

Human Capital Management

As of June 30, 2021, we had 13,704 full-time associates, of which approximately 56% were employed in the Americas, 12% in Europe, and 32% in the APAC region, where a substantial number of associates are in India.

We are driven by the success of each of our associates, and we recognize that it is because of their hard work, talent and commitment that we continue to deliver outstanding results for our clients.

That is why we strive to provide a workplace that fosters a collaborative and supportive culture where everyone feels welcomed, accepted and empowered to be their best.

At the center of our associate engagement efforts is the concept of the Service-Profit Chain, where engaged associates deliver world-class service, which creates satisfied clients and, in turn, produces strong, long-term value for stockholders.

Our Board of Directors believes that human capital management and succession planning are vital to our success.

The Compensation Committee of the Company’s Board of Directors has oversight over human capital management matters, including initiatives and programs that concern our culture, talent, recruitment, retention and associate engagement.

Our services include investor communications, securities processing, data and analytics, and customer communications solutions.

We serve 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, we provide an integrated platform with tools that optimize advisor productivity, enhance client experience, and digitize enterprise operations.

For our corporate issuer clients, we help 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 SEC filing services.

Investor Communication 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”).

Global Technology and Operations

We also provide support for advisor, investor and compliance workflow.

- *Capital Markets*.

This can only be achieved by modernizing their core technology infrastructure.

History and Development of Our Company

Broadridge has over 50 years of history in providing innovative solutions to financial services firms and publicly-held companies.

We are the former Brokerage Services division of Automatic Data Processing, Inc. (“ADP”), which opened for business in 1962 with one client, processing an average of 300 trades per night.

In 1979, ADP expanded its U.S.-based securities processing solutions to process Canadian securities.

Broadridge was incorporated in Delaware as a wholly-owned subsidiary of ADP on March 29, 2007 in anticipation of our spin-off from ADP.

We spun off from ADP and began operating as an independent public company on March 30, 2007.

In January 2019, Timothy C.

Gokey succeeded Richard J.

Daly as Chief Executive Officer of Broadridge.

We began offering our proxy services in 1989.

The proxy services business, which has become our Investor Communication Solutions business, leveraged the information processing systems and infrastructure of our Global Technology and Operations business.

Our proxy services offering attracted 31 major clients in its first year of operations.

In 1992, we acquired The Independent Election Corporation of America which further increased our proxy services capabilities.

By 1999, we were handling over 90% of the investor communication distributions for securities held of record by banks and broker-dealers in the U.S. from proxy statements to annual reports.

During the 1990s, we expanded our proxy services business to serve security owners of Canadian and United Kingdom issuers and we began offering a complete outsourced solution for international proxies.

In 1994, we began offering ProxyEdge, our innovative electronic proxy delivery and voting solution for institutional investors that helps ensure the participation of the largest stockholders of many companies.

In 1998, having previously provided print and distribution services as an accommodation to our securities processing and proxy clients, we began offering account statement and reporting services.

In 2001, we developed and released an electronic document distribution and archiving solution of all investor communications.

We have made several acquisitions to improve and expand the solutions offered through our Investor Communication Solutions segment.

For our asset management clients, we acquired Access Data Corp. in 2009 to build-out our data and analytics offerings.

We made additional acquisitions adding new global data, insight, and compliance capabilities for our global asset management clients.

We increased the breadth of Matrix’s offerings and enhanced its operational scale through the acquisition of a trade processing business and the acquisition of retirement plan custody and trust assets from TD Ameritrade Trust Company (“TD Ameritrade”), a subsidiary of TD Ameritrade Holding Company.

In addition, we expanded our North American fund industry solutions with European fund compliance solutions through the acquisitions of FundAssist Limited (“FundAssist”) and FundsLibrary Limited (“FundsLibrary”).

In 2016, we expanded our communications solutions through the acquisition of the North American Customer Communications (“NACC”) business of DST Systems, Inc., which was renamed Broadridge Customer Communications and integrated into our then existing customer communications business.

The combination further enhanced our position as a leading provider of print and digital communications.

In 2017, we added to our corporate issuer solutions with the acquisition of Summit Financial Disclosure, LLC (“Summit”), a full-service financial document management solutions provider.

We integrated Summit’s document composition and regulatory filing services with our proxy voting and shareholder communications services to create an end-to-end solution for corporate issuers that spans the entire corporate disclosure lifecycle from private funding, through capital markets transactions and year-round SEC reporting and communications to shareholders.

In 2019, we acquired Fi360, Inc. (“Fi360”) a provider of fiduciary and Securities and Exchange Commission (the “SEC”) Regulation Best Interest (“Regulation BI”) solutions for the wealth and retirement industry.

Fi360 enhances our retirement solutions by providing wealth and retirement advisors with fiduciary tools that complement our Matrix trust and trading platform.

For the Fiscal Year Ended June 30, [removed: 2020][added: 2021]

The aggregate market value, as of December 31, [removed: 2019,] [added: 2020,] of common stock held by non-affiliates of the registrant was [removed: $14,072,861,236.][added: $17,614,247,984.]

As of July [removed: 31, 2020,] [added: 30, 2021,] there were [removed: 115,161,503] [added: 116,168,325] shares of the registrant’s common stock outstanding (excluding [removed: 39,299,624] [added: 38,292,802] shares held in treasury), par value $0.01 per share.

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the fiscal year end of June 30, [removed: 2020] [added: 2021] are incorporated by reference into Part III.

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| ITEM 2. | | | [removed: [Properties](#i60027e704fb14989a053475a41924b90_25) | | | [27](#i60027e704fb14989a053475a41924b90_25)] [added: [Properties](#iae1a2b949ef3423f8767eb9bb11d50c9_25)] | | | [added: [26](#iae1a2b949ef3423f8767eb9bb11d50c9_25)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i60027e704fb14989a053475a41924b90_28) | | | [27](#i60027e704fb14989a053475a41924b90_28)] [added: Proceedings](#iae1a2b949ef3423f8767eb9bb11d50c9_28)] | | | [added: [26](#iae1a2b949ef3423f8767eb9bb11d50c9_28)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i60027e704fb14989a053475a41924b90_31) | | | [27](#i60027e704fb14989a053475a41924b90_31)] [added: Disclosures](#iae1a2b949ef3423f8767eb9bb11d50c9_31)] | | | [added: [26](#iae1a2b949ef3423f8767eb9bb11d50c9_31)] | | |

| [PART [removed: II.](#i60027e704fb14989a053475a41924b90_34) | | |] [added: II.](#iae1a2b949ef3423f8767eb9bb11d50c9_34)] | | | | | | [removed: [28](#i60027e704fb14989a053475a41924b90_34)] [added: [27](#iae1a2b949ef3423f8767eb9bb11d50c9_34)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i60027e704fb14989a053475a41924b90_37) | | | [28](#i60027e704fb14989a053475a41924b90_37)] [added: Securities](#iae1a2b949ef3423f8767eb9bb11d50c9_37)] | | | [added: [27](#iae1a2b949ef3423f8767eb9bb11d50c9_37)] | | |

| ITEM 6. | | | [Selected Financial [removed: Data](#i60027e704fb14989a053475a41924b90_40) | | | [30](#i60027e704fb14989a053475a41924b90_40)] [added: Data](#iae1a2b949ef3423f8767eb9bb11d50c9_40)] | | | [added: [29](#iae1a2b949ef3423f8767eb9bb11d50c9_40)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i60027e704fb14989a053475a41924b90_43) | | | [31](#i60027e704fb14989a053475a41924b90_43)] [added: Operations](#iae1a2b949ef3423f8767eb9bb11d50c9_43)] | | | [added: [30](#iae1a2b949ef3423f8767eb9bb11d50c9_43)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i60027e704fb14989a053475a41924b90_76) | | | [55](#i60027e704fb14989a053475a41924b90_76)] [added: Risk](#iae1a2b949ef3423f8767eb9bb11d50c9_79)] | | | [added: [51](#iae1a2b949ef3423f8767eb9bb11d50c9_79)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i60027e704fb14989a053475a41924b90_79) | | | [56](#i60027e704fb14989a053475a41924b90_79)] [added: Data](#iae1a2b949ef3423f8767eb9bb11d50c9_82)] | | | [added: [53](#iae1a2b949ef3423f8767eb9bb11d50c9_82)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i60027e704fb14989a053475a41924b90_202) | | | [105](#i60027e704fb14989a053475a41924b90_202)] [added: Disclosure](#iae1a2b949ef3423f8767eb9bb11d50c9_187)] | | | [added: [101](#iae1a2b949ef3423f8767eb9bb11d50c9_187)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i60027e704fb14989a053475a41924b90_205) | | | [105](#i60027e704fb14989a053475a41924b90_205)] [added: Procedures](#iae1a2b949ef3423f8767eb9bb11d50c9_190)] | | | [added: [101](#iae1a2b949ef3423f8767eb9bb11d50c9_190)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i60027e704fb14989a053475a41924b90_208) | | | [106](#i60027e704fb14989a053475a41924b90_208)] [added: Information](#iae1a2b949ef3423f8767eb9bb11d50c9_193)] | | | [added: [102](#iae1a2b949ef3423f8767eb9bb11d50c9_193)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i60027e704fb14989a053475a41924b90_214) | | | [107](#i60027e704fb14989a053475a41924b90_214)] [added: Governance](#iae1a2b949ef3423f8767eb9bb11d50c9_199)] | | | [added: [103](#iae1a2b949ef3423f8767eb9bb11d50c9_199)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i60027e704fb14989a053475a41924b90_217) | | | [107](#i60027e704fb14989a053475a41924b90_217)] [added: Compensation](#iae1a2b949ef3423f8767eb9bb11d50c9_202)] | | | [added: [103](#iae1a2b949ef3423f8767eb9bb11d50c9_202)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i60027e704fb14989a053475a41924b90_220) | | | [107](#i60027e704fb14989a053475a41924b90_220)] [added: Matters](#iae1a2b949ef3423f8767eb9bb11d50c9_205)] | | | [added: [103](#iae1a2b949ef3423f8767eb9bb11d50c9_205)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i60027e704fb14989a053475a41924b90_223) | | | [107](#i60027e704fb14989a053475a41924b90_223)] [added: Independence](#iae1a2b949ef3423f8767eb9bb11d50c9_208)] | | | [added: [103](#iae1a2b949ef3423f8767eb9bb11d50c9_208)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#i60027e704fb14989a053475a41924b90_226) | | | [107](#i60027e704fb14989a053475a41924b90_226)] [added: Services](#iae1a2b949ef3423f8767eb9bb11d50c9_211)] | | | [added: [103](#iae1a2b949ef3423f8767eb9bb11d50c9_211)] | | |

| ITEM 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i60027e704fb14989a053475a41924b90_232) | | | [108](#i60027e704fb14989a053475a41924b90_232)] [added: Schedules](#iae1a2b949ef3423f8767eb9bb11d50c9_217)] | | | [added: [104](#iae1a2b949ef3423f8767eb9bb11d50c9_217)] | | |

- Broadridge’s failure to keep pace with changes in technology and [removed: the] demands of its clients;

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| [PART I.](#iae1a2b949ef3423f8767eb9bb11d50c9_10) | | | | | | [3](#iae1a2b949ef3423f8767eb9bb11d50c9_10) | | |

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| [PART III.](#iae1a2b949ef3423f8767eb9bb11d50c9_196) | | | | | | [103](#iae1a2b949ef3423f8767eb9bb11d50c9_196) | | |

| | | | | | | | | |

| | | | | | | | | |

| [PART IV.](#iae1a2b949ef3423f8767eb9bb11d50c9_214) | | | | | | [104](#iae1a2b949ef3423f8767eb9bb11d50c9_214) | | |

| | | | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [PART I.](#i60027e704fb14989a053475a41924b90_10) | | | | | | | | | [3](#i60027e704fb14989a053475a41924b90_10) | | |

| [PART III.](#i60027e704fb14989a053475a41924b90_211) | | | | | | | | | [107](#i60027e704fb14989a053475a41924b90_211) | | |

| [PART IV.](#i60027e704fb14989a053475a41924b90_229) | | | | | | | | | [108](#i60027e704fb14989a053475a41924b90_229) | | |

We operate our business primarily from [removed: 69] [added: 60] facilities.

We also lease space at 50 additional locations, subject to customary lease arrangements and which expire on a staggered basis, and we also own a facility in Mount Laurel, NJ.

We also lease space at 60 additional locations, subject to customary lease arrangements.

Our leases expire on a staggered basis.

There were [removed: 10,172] [added: 9,644] stockholders of record of the Company’s common stock as of July [removed: 31, 2020.][added: 30, 2021.]

On August [removed: 10, 2020,] [added: 11, 2021,] our Board of Directors increased our quarterly cash dividend by [removed: $0.035] [added: $0.065] per share to [removed: $0.575] [added: $0.64] per share, an increase in our expected annual dividend amount from [removed: $2.16 to] $2.30 [added: to $2.56] per share.

The following graph compares the cumulative total return on Broadridge common stock from June 30, [removed: 2015] [added: 2016] to June 30, [removed: 2020,] [added: 2021,] with the comparable cumulative return of the: (i) S&P 500 Index and (ii) S&P 500 Information Technology Index.

The graph assumes $100 was invested on June 30, [removed: 2015] [added: 2016] in our common stock and in each of the indices and assumes that all cash dividends are reinvested.

[removed: ][added: ]

| | | | | | | June 30, [removed: 2015] [added: 2016] | | | | | | June 30, [removed: 2016] [added: 2017] | | | | | | June 30, [removed: 2017] [added: 2018] | | | | | | June 30, [removed: 2018] [added: 2019] | | | | | | June 30, [removed: 2019] [added: 2020] | | | | | | June 30, [removed: 2020] [added: 2021] | | |

| Broadridge Financial Solutions. Inc. Common Stock | | | | | | $ | 100.00 | | | | | $ | [removed: 133.19] [added: 118.12] | | | | | $ | [removed: 157.32] [added: 182.69] | | | | | $ | [removed: 243.33] [added: 206.11] | | | | | $ | [removed: 274.52] [added: 207.61] | | | | | $ | [removed: 276.52] [added: 269.96] | |

The following table contains information about our purchases of our equity securities for each of the three months during our fourth fiscal quarter ended June 30, [removed: 2020:][added: 2021:]

| May 1, [removed: 2020] [added: 2021] – May 31, [removed: 2020] [added: 2021] | | | [removed: 5,479] [added: —] | | | | | | | | | [removed: 116.02] [added: —] | | | | | | — | | | | | | 9,586,545 | | |

(1)Includes [removed: 204,926] [added: 131,660] shares purchased from employees to pay taxes related to the vesting of restricted stock units.

(2)During the fiscal quarter ended June 30, [removed: 2020,] [added: 2021,] the Company did not repurchase shares of common stock under its share repurchase program.

At June 30, [removed: 2020,] [added: 2021,] there were 9,586,545 shares remaining available for repurchase under its share repurchase program.

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 117.89 | | | | | $ | 134.82 | | | | | $ | 148.86 | | | | | $ | 160.01 | | | | | $ | 225.25 | |

| S&P 500 Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 133.89 | | | | | $ | 175.79 | | | | | $ | 200.99 | | | | | $ | 273.14 | | | | | $ | 388.91 | |

| April 1, 2021 – April 30, 2021 | | | 130,034 | | | | | | | | | $ | 154.92 | | | | | — | | | | | | 9,586,545 | | |

| June 1, 2021 – June 30, 2021 | | | 1,626 | | | | | | | | | 162.76 | | | | | | — | | | | | | 9,586,545 | | |

| Total | | | 131,660 | | | | | | | | | $ | 155.02 | | | | | — | | | | | | | | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 103.98 | | | | | $ | 122.58 | | | | | $ | 140.19 | | | | | $ | 154.79 | | | | | $ | 166.38 | |

| S&P 500 Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 104.79 | | | | | $ | 140.30 | | | | | $ | 184.22 | | | | | $ | 210.63 | | | | | $ | 286.23 | |

| April 1, 2020 – April 30, 2020 | | | 198,432 | | | | | | | | | $ | 91.32 | | | | | — | | | | | | 9,586,545 | | |

| June 1, 2020 – June 30, 2020 | | | 1,015 | | | | | | | | | 121.63 | | | | | | — | | | | | | 9,586,545 | | |

| Total | | | 204,926 | | | | | | | | | $ | 92.13 | | | | | — | | | | | | | | |

| | | | Years Ended June 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |] [added: 2021] | | | | | | [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | | | | | [added: 2017] | | | | | |

| | | | (in millions, except for per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Statements of Earnings Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Revenues (a) | | | $ | [removed: 4,529.0] [added: 4,993.7] | | | | | $ | [removed: 4,362.2] [added: 4,529.0] | | | | | $ | [removed: 4,329.9] [added: 4,362.2] | | | | | $ | [removed: 4,142.6] [added: 4,329.9] | | | | | $ | [removed: 2,897.0 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 4,142.6] | | | | |

| Operating income (a) | | | [removed: 624.9 | | | | | | 652.7 | | | | | | 598.1 | | | | | | 534.0 | | | | | | 502.3 | | |] [added: 678.7] | | | | | | [added: 624.9] | | | | | | [added: 652.7] | | | | | | [added: 598.1] | | | | | | [added: 534.0] | | | | | |

| Earnings before income taxes (a) | | | [removed: 579.5 | | | | | | 607.3 | | | | | | 561.0 | | | | | | 488.1 | | | | | | 468.9 | | |] [added: 696.2] | | | | | | [added: 579.5] | | | | | | [added: 607.3] | | | | | | [added: 561.0] | | | | | | [added: 488.1] | | | | | |

| Net earnings (a) | | | [removed: 462.5 | | | | | | 482.1 | | | | | | 427.9 | | | | | | 326.8 | | | | | | 307.5 | | |] [added: 547.5] | | | | | | [added: 462.5] | | | | | | [added: 482.1] | | | | | | [added: 427.9] | | | | | | [added: 326.8] | | | | | |

| Basic earnings per share (a) | | | $ | [removed: 4.03] [added: 4.73] | | | | | $ | [removed: 4.16] [added: 4.03] | | | | | $ | [removed: 3.66] [added: 4.16] | | | | | $ | [removed: 2.77] [added: 3.66] | | | | | $ | [removed: 2.60 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2.77] | | | | |

| Diluted earnings per share (a) | | | $ | [removed: 3.95] [added: 4.65] | | | | | $ | [removed: 4.06] [added: 3.95] | | | | | $ | [removed: 3.56] [added: 4.06] | | | | | $ | [removed: 2.70] [added: 3.56] | | | | | $ | [removed: 2.53 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2.70] | | | | |

| Basic Weighted-average shares outstanding | | | [removed: 114.7 | | | | | | 115.9 | | | | | | 116.8 | | | | | | 118.0 | | | | | | 118.3 | | |] [added: 115.7] | | | | | | [added: 114.7] | | | | | | [added: 115.9] | | | | | | [added: 116.8] | | | | | | [added: 118.0] | | | | | |

| Diluted Weighted-average shares outstanding | | | [removed: 117.0 | | | | | | 118.8 | | | | | | 120.4 | | | | | | 120.8 | | | | | | 121.6 | | |] [added: 117.8] | | | | | | [added: 117.0] | | | | | | [added: 118.8] | | | | | | [added: 120.4] | | | | | | [added: 120.8] | | | | | |

| Cash dividends declared per common share | | | $ | [removed: 2.16] [added: 2.30] | | | | | $ | [removed: 1.94] [added: 2.16] | | | | | $ | [removed: 1.46] [added: 1.94] | | | | | $ | [removed: 1.32] [added: 1.46] | | | | | $ | [removed: 1.20 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1.32] | | | | |

| | | | June 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 476.6] [added: 274.5] | | | | | $ | [removed: 273.2] [added: 476.6] | | | | | $ | [removed: 263.9] [added: 273.2] | | | | | $ | [removed: 271.1] [added: 263.9] | | | | | $ | [removed: 727.7 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 271.1] | | | | |

| Total current assets (a) | | | [removed: 1,328.0 | | | | | | 1,042.3 | | | | | | 991.1 | | | | | | 989.6 | | | | | | 1,289.1 | | |] [added: 1,261.3] | | | | | | [added: 1,328.0] | | | | | | [added: 1,042.3] | | | | | | [added: 991.1] | | | | | | [added: 989.6] | | | | | |

| Property, plant and equipment, net | | | [removed: 161.6 | | | | | | 189.0 | | | | | | 204.1 | | | | | | 198.1 | | | | | | 112.2 | | |] [added: 177.2] | | | | | | [added: 161.6] | | | | | | [added: 189.0] | | | | | | [added: 204.1] | | | | | | [added: 198.1] | | | | | |

| Total assets (a)(b) | | | [removed: 4,889.8 | | | | | | 3,880.7 | | | | | | 3,304.7 | | | | | | 3,149.8 | | | | | | 2,872.7 | | |] [added: 8,119.8] | | | | | | [added: 4,889.8] | | | | | | [added: 3,880.7] | | | | | | [added: 3,304.7] | | | | | | [added: 3,149.8] | | | | | |

| Total current liabilities (a)(b) | | | [removed: 1,341.0 | | | | | | 802.6 | | | | | | 777.3 | | | | | | 744.9 | | | | | | 692.9 | | |] [added: 1,288.0] | | | | | | [added: 1,341.0] | | | | | | [added: 802.6] | | | | | | [added: 777.3] | | | | | | [added: 744.9] | | | | | |

| Long-term debt, excluding current portion | | | [removed: 1,387.6 | | | | | | 1,470.4 | | | | | | 1,053.4 | | | | | | 1,102.1 | | | | | | 890.7 | | |] [added: 3,887.6] | | | | | | [added: 1,387.6] | | | | | | [added: 1,470.4] | | | | | | [added: 1,053.4] | | | | | | [added: 1,102.1] | | | | | |

| Total liabilities (a)(b) | | | [removed: 3,543.2 | | | | | | 2,753.2 | | | | | | 2,210.4 | | | | | | 2,146.0 | | | | | | 1,827.3 | | |] [added: 6,310.6] | | | | | | [added: 3,543.2] | | | | | | [added: 2,753.2] | | | | | | [added: 2,210.4] | | | | | | [added: 2,146.0] | | | | | |

| Total stockholders’ equity (a)(b) | | | [removed: 1,346.5 | | | | | | 1,127.5 | | | | | | 1,094.3 | | | | | | 1,003.8 | | | | | | 1,045.5 | | |] [added: 1,809.1] | | | | | | [added: 1,346.5] | | | | | | [added: 1,127.5] | | | | | | [added: 1,094.3] | | | | | | [added: 1,003.8] | | | | | |

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| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | |

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| [Report of Independent Registered Public Accounting [removed: Firm](#i60027e704fb14989a053475a41924b90_85)] [added: Firm](#iae1a2b949ef3423f8767eb9bb11d50c9_88)] | | | [removed: [57](#i60027e704fb14989a053475a41924b90_85)] [added: [54](#iae1a2b949ef3423f8767eb9bb11d50c9_88)] | | |

| [Consolidated Statements of Earnings for the Fiscal Years Ended June 30, [removed: 2020, 2019,] [added: 202](#iae1a2b949ef3423f8767eb9bb11d50c9_91)[1](#iae1a2b949ef3423f8767eb9bb11d50c9_91)[, 20](#iae1a2b949ef3423f8767eb9bb11d50c9_91)[20](#iae1a2b949ef3423f8767eb9bb11d50c9_91)[,] and [removed: 2018](#i60027e704fb14989a053475a41924b90_88)] [added: 20](#iae1a2b949ef3423f8767eb9bb11d50c9_91)[19](#iae1a2b949ef3423f8767eb9bb11d50c9_91)] | | | [removed: [59](#i60027e704fb14989a053475a41924b90_88)] [added: [57](#iae1a2b949ef3423f8767eb9bb11d50c9_91)] | | |

| [Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, [removed: 2020, 2019,] [added: 202](#iae1a2b949ef3423f8767eb9bb11d50c9_94)[1](#iae1a2b949ef3423f8767eb9bb11d50c9_94)[, 20](#iae1a2b949ef3423f8767eb9bb11d50c9_94)[20](#iae1a2b949ef3423f8767eb9bb11d50c9_94)[,] and [removed: 2018](#i60027e704fb14989a053475a41924b90_91)] [added: 20](#iae1a2b949ef3423f8767eb9bb11d50c9_94)[19](#iae1a2b949ef3423f8767eb9bb11d50c9_94)] | | | [removed: [60](#i60027e704fb14989a053475a41924b90_91)] [added: [58](#iae1a2b949ef3423f8767eb9bb11d50c9_94)] | | |

| [Consolidated Balance Sheets as of June 30, [removed: 20](#i60027e704fb14989a053475a41924b90_97)[20](#i60027e704fb14989a053475a41924b90_97) [and 20](#i60027e704fb14989a053475a41924b90_97)[19](#i60027e704fb14989a053475a41924b90_97)] [added: 202](#iae1a2b949ef3423f8767eb9bb11d50c9_97)[1](#iae1a2b949ef3423f8767eb9bb11d50c9_97) [and](#iae1a2b949ef3423f8767eb9bb11d50c9_97) [2020](#iae1a2b949ef3423f8767eb9bb11d50c9_97)[](#iae1a2b949ef3423f8767eb9bb11d50c9_97)] | | | [removed: [61](#i60027e704fb14989a053475a41924b90_97)] [added: [59](#iae1a2b949ef3423f8767eb9bb11d50c9_97)] | | |

| [Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, [removed: 20](#i60027e704fb14989a053475a41924b90_103)[20](#i60027e704fb14989a053475a41924b90_103)[, 201](#i60027e704fb14989a053475a41924b90_103)[9](#i60027e704fb14989a053475a41924b90_103)[,] [added: 202](#iae1a2b949ef3423f8767eb9bb11d50c9_100)[1](#iae1a2b949ef3423f8767eb9bb11d50c9_100)[, 20](#iae1a2b949ef3423f8767eb9bb11d50c9_100)[20](#iae1a2b949ef3423f8767eb9bb11d50c9_100)[,] and [removed: 20](#i60027e704fb14989a053475a41924b90_103)[18](#i60027e704fb14989a053475a41924b90_103)] [added: 201](#iae1a2b949ef3423f8767eb9bb11d50c9_100)[9](#iae1a2b949ef3423f8767eb9bb11d50c9_100)] | | | [removed: [62](#i60027e704fb14989a053475a41924b90_103)] [added: [60](#iae1a2b949ef3423f8767eb9bb11d50c9_100)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, [removed: 20](#i60027e704fb14989a053475a41924b90_106)[20](#i60027e704fb14989a053475a41924b90_106)[, 201](#i60027e704fb14989a053475a41924b90_106)[9](#i60027e704fb14989a053475a41924b90_106)[,] [added: 202](#iae1a2b949ef3423f8767eb9bb11d50c9_103)[1](#iae1a2b949ef3423f8767eb9bb11d50c9_103)[, 20](#iae1a2b949ef3423f8767eb9bb11d50c9_103)[20](#iae1a2b949ef3423f8767eb9bb11d50c9_103)[,] and [removed: 20](#i60027e704fb14989a053475a41924b90_106)[18](#i60027e704fb14989a053475a41924b90_106)] [added: 201](#iae1a2b949ef3423f8767eb9bb11d50c9_103)[9](#iae1a2b949ef3423f8767eb9bb11d50c9_103)] | | | [removed: [63](#i60027e704fb14989a053475a41924b90_106)] [added: [61](#iae1a2b949ef3423f8767eb9bb11d50c9_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i60027e704fb14989a053475a41924b90_112)] [added: Statements](#iae1a2b949ef3423f8767eb9bb11d50c9_106)] | | | [removed: [64](#i60027e704fb14989a053475a41924b90_112)] [added: [62](#iae1a2b949ef3423f8767eb9bb11d50c9_106)] | | |

| [Schedule II—Valuation and Qualifying [removed: Accounts](#i60027e704fb14989a053475a41924b90_199)] [added: Accounts](#iae1a2b949ef3423f8767eb9bb11d50c9_184)] | | | [removed: [104](#i60027e704fb14989a053475a41924b90_199)] [added: [100](#iae1a2b949ef3423f8767eb9bb11d50c9_184)] | | |

We have audited the accompanying consolidated balance sheets of Broadridge Financial Solutions, Inc. and subsidiaries (the “Company”) as of June 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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, [removed: 2020,] [added: 2021,] 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, [removed: 2020,] [added: 2021,] based on criteria established in *Internal [removed: Control - Integrated] [added: 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, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2020,] [added: 2021,] 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, [removed: 2020,] [added: 2021,] based on criteria established in *Internal [removed: Control - Integrated] [added: Control* *—* *Integrated] Framework (2013)* issued by COSO.

[removed: 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.

| Goodwill - Refer to Notes 2 and [removed: 9] [added: 10] 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 [removed: future] [added: projections of] revenues, and the selection of the terminal value growth rate and the discount rate assumptions. The goodwill balance was [removed: $1,674.5 million] [added: $3.720 billion] as of June 30, [removed: 2020,] [added: 2021,] which is allocated among various reporting units. During fiscal year [removed: 2020,] [added: 2021,] 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. [removed: We identified goodwill as a critical audit matter because of the significant] [added: A 10% change in their] estimates [removed: and assumptions management makes to estimate the fair] [added: of projected future operating cash flows, discount rates, or terminal] value [added: growth rates used in their calculations] of [removed: certain reporting units and] the [removed: sensitivity] [added: fair values] of [removed: these] [added: the] reporting [removed: units’ operations to changes] [added: units would not result] in [removed: demand.] [added: an impairment of their goodwill.] Auditing the fair value of certain of the reporting units involved a high degree of [removed: auditor judgment and an increased extent of effort,] [added: subjectivity,] 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 [removed: future] [added: projections of] revenues, [removed: and the] selection of terminal [removed: value] growth [removed: rate] and [added: the weighted-average cost of capital (used to determine the] discount [removed: rate] [added: rate)] were appropriate. | | |

| [removed: 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 [removed: future] [added: projections of] 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 [removed: based on forecasted EBIT margins, including future revenues,] and the selection of the [added: discount, and] terminal value growth [removed: rate.] [added: rates.] •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 [removed: future] [added: projections of] 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 [removed: environment] [added: environment, uncertainty in the market, and economic conditions] on management’s forecasts. •With the assistance of our fair value specialists, we evaluated the [removed: selection of the] [added: discount rates, and] terminal value growth [removed: rate and the discount rate,] [added: rates,] 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. | | |

| | | | | | | | | | Years ended June 30, | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| | | | | | | | | | [removed: 2020 | | | | | | 2019 | | | | | | 2018] [added: 2021] | | | | | | [added: 2020] | | | | | | [added: 2019] | | |

| Revenues | | | (Note 3) | | | | | | $ | [removed: 4,529.0] [added: 4,993.7] | | | | | $ | [removed: 4,362.2] [added: 4,529.0] | | | | | $ | [removed: 4,329.9 | | | | | | | | | | | |] [added: 4,362.2] | |

| Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Cost of revenues | | | | | | | | | [removed: 3,265.1 | | | | | | 3,131.9 | | | | | | 3,167.4] [added: 3,570.8] | | | | | | [added: 3,265.1] | | | | | | [added: 3,131.9] | | |

| Selling, general and administrative expenses | | | | | | | | | [removed: 639.0 | | | | | | 577.5 | | | | | | 564.5] [added: 744.3] | | | | | | [added: 639.0] | | | | | | [added: 577.5] | | |

| Total operating expenses | | | | | | | | | [removed: 3,904.1 | | | | | | 3,709.5 | | | | | | 3,731.8] [added: 4,315.0] | | | | | | [added: 3,904.1] | | | | | | [added: 3,709.5] | | |

| Operating income | | | | | | | | | [removed: 624.9 | | | | | | 652.7 | | | | | | 598.1] [added: 678.7] | | | | | | [added: 624.9] | | | | | | [added: 652.7] | | |

| Interest expense, net | | | (Note 5) | | | | | | [removed: (58.8) | | | | | | (41.8) | | | | | | (38.6)] [added: (55.2)] | | | | | | [added: (58.8)] | | | | | | [added: (41.8)] | | |

| Other non-operating income (expenses), net | | | | | | | | | [removed: 13.4 | | | | | | (3.7) | | | | | | 1.5] [added: 72.7] | | | | | | [added: 13.4] | | | | | | [added: (3.7)] | | |

| Earnings before income taxes | | | | | | | | | [removed: 579.5 | | | | | | 607.3 | | | | | | 561.0] [added: 696.2] | | | | | | [added: 579.5] | | | | | | [added: 607.3] | | |

| Provision for income taxes | | | (Note 17) | | | | | | [removed: 117.0 | | | | | | 125.2 | | | | | | 133.1] [added: 148.7] | | | | | | [added: 117.0] | | | | | | [added: 125.2] | | |

| Net earnings | | | | | | | | | $ | [removed: 462.5] [added: 547.5] | | | | | $ | [removed: 482.1] [added: 462.5] | | | | | $ | [removed: 427.9 | | | | | | | | | | | |] [added: 482.1] | |

| Basic earnings per share | | | | | | | | | $ | [removed: 4.03] [added: 4.73] | | | | | $ | [removed: 4.16] [added: 4.03] | | | | | $ | [removed: 3.66 | | | | | | | | | | | |] [added: 4.16] | |

| Diluted earnings per share | | | | | | | | | $ | [removed: 3.95] [added: 4.65] | | | | | $ | [removed: 4.06] [added: 3.95] | | | | | $ | [removed: 3.56 | | | | | | | | | | | |] [added: 4.06] | |

| Weighted-average shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Basic | | | (Note 4) | | | | | | [removed: 114.7 | | | | | | 115.9 | | | | | | 116.8] [added: 115.7] | | | | | | [added: 114.7] | | | | | | [added: 115.9] | | |

| Diluted | | | (Note 4) | | | | | | [removed: 117.0 | | | | | | 118.8 | | | | | | 120.4] [added: 117.8] | | | | | | [added: 117.0] | | | | | | [added: 118.8] | | |

| | | | | | | Years ended June 30, | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| | | | | | | [removed: 2020 | | | | | | 2019 | | | | | | 2018] [added: 2021] | | | | | | [added: 2020] | | | | | | [added: 2019] | | |

| Net earnings | | | | | | $ | [removed: 462.5] [added: 547.5] | | | | | $ | [removed: 482.1] [added: 462.5] | | | | | $ | [removed: 427.9 | | | | | | | | | | | |] [added: 482.1] | |

| Other comprehensive income (loss), net: | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Foreign currency translation adjustments | | | | | | [removed: (26.4) | | | | | | (15.0) | | | | | | 5.7] [added: 117.6] | | | | | | [added: (26.4)] | | | | | | [added: (15.0)] | | |

| Pension and post-retirement liability adjustment, net of taxes of [removed: $0.9,] [added: $(0.1),] $0.9 and [removed: $(0.4)] [added: $0.9] for the years ended June 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively | | | | | | [removed: (2.8) | | | | | | (2.7) | | | | | | 0.9] [added: 0.3] | | | | | | [added: (2.8)] | | | | | | [added: (2.7)] | | |

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting of Itiviti Holding AB (“Itiviti”), which was acquired on May 12, 2021 and whose financial statements constitute 37% of total assets, and 1% of revenues of the consolidated financial statement amounts as of and for the year ended June 30, 2021.

Accordingly, our audit did not include the internal control over financial reporting at Itiviti.

A company’s internal control over financial reporting includes those policies and procedures

| How the Critical Audit Matter Was Addressed in the Audit | | |

August 12, 2021

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| Fair market value loss on cash flow hedge, net of tax benefit of $2.6, —, and — for the years ended June 30, 2021, 2020 and 2019, respectively. | | | | | | (8.2) | | | | | | — | | | | | | — | | |

| Net earnings | | | | | | $ | 547.5 | | | | | $ | 462.5 | | | | | $ | 482.1 | |

| Gain on forward foreign exchange derivative | | | | | | (66.7) | | | | | | — | | | | | | — | | |

| Proceeds from asset sales | | | | | | 18.0 | | | | | | — | | | | | | — | | |

| Settlement of forward foreign exchange derivative | | | | | | 66.7 | | | | | | — | | | | | | — | | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 547.5 | | | | | | — | | | | | | 109.7 | | | | | | 657.2 | | |

| Stock option exercises | | | | | | — | | | | | | — | | | | | | 35.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 35.0 | | |

| Balances, June 30, 2021 | | | | | | 154.5 | | | | | | $ | 1.6 | | | | | $ | 1,245.5 | | | | | $ | 2,583.8 | | | | | $ | (2,030.9) | | | | | $ | 9.2 | | | | | $ | 1,809.1 | |

Broadridge has implemented digital applications to make voting easier for retail investors.

We provide omni-channel customer communications solutions which include print and digital solutions to modernize technology infrastructures, simplify communications processes, accelerate digital adoption and improve the customer experience.

With the recent acquisition of Itiviti Holding AB (“Itiviti”), Broadridge has strengthened its capabilities with a set of front-office trade order and execution management solutions, connectivity and network offerings which will integrate with its existing middle and back-office solutions.

Refer to Note 7, “Fair Value of Financial Instruments” for additional details on the fair value of the Company’s securities.

The expected credit loss model incorporates historical collection experience and other factors, including those related to current market conditions and events.

The Company monitors trade receivable balances and other related assets, and estimates the allowance for lifetime expected credit losses.

The adoption of ASU No. 2016-13 did not have a material impact on the Company's Consolidated Financial Statements.

In the second quarter of fiscal year 2021, the Company changed its presentation of disaggregated revenue by product line disclosures to reflect internal realignment of the Company’s revenue reporting, specifically as it relates to recurring fee revenues.

Presentation of disaggregated revenue by product line disclosures in prior periods have been changed to conform to the current period presentation.

| Regulatory | | | $ | 953.6 | | | | | $ | 792.5 | | | | | $ | 750.4 | |

| Data-driven fund solutions | | | 358.0 | | | | | | 339.4 | | | | | | 303.9 | | |

| Issuer | | | 189.0 | | | | | | 156.7 | | | | | | 137.1 | | |

| Customer communications | | | 574.2 | | | | | | 573.4 | | | | | | 572.6 | | |

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| Capital markets | | | $ | 700.5 | | | | | $ | 650.2 | | | | | $ | 590.6 | |

| Wealth and investment management | | | 557.6 | | | | | | 524.0 | | | | | | 405.7 | | |

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| Distribution revenues | | | 1,555.3 | | | | | | 1,451.2 | | | | | | 1,459.8 | | |

| Foreign currency exchange | | | (131.9) | | | | | | (136.4) | | | | | | (102.4) | | |

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August 11, 2020

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| 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) | | | | | | | | | | | | | | |

| Purchase of intellectual property | | | | | | — | | | | | | — | | | | | | (40.0) | | | | | | | | | | | | | | |

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| 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 | | | | | | | | |

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.

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.

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.

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”).

Broadridge also provides support for advisor, investor and compliance workflow.

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.

The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination is determined.

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.

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.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer as of June 30, [removed: 2020,] [added: 2021,] evaluated the effectiveness of our disclosure controls as defined in Rule 13a-15(e) under the Exchange Act.

The Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of June 30, [removed: 2020] [added: 2021] were effective to ensure that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Management has performed an assessment of the effectiveness of Broadridge’s internal control over financial reporting as of June 30, [removed: 2020] [added: 2021] based upon criteria set forth in *Internal Control—Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management determined that Broadridge’s internal control over financial reporting was effective as of June 30, [removed: 2020.][added: 2021.]

| | | | | | | [removed: Senior] [added: Corporate] Vice President, Chief Financial Officer | | |

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management excluded from its assessment the internal control over financial reporting for its Itiviti acquisition which closed on May 12, 2021, and whose financial statements constitute 37% of total assets and 1% of total revenues of Broadridge’s consolidated financial statement amounts as of and for the year ended June 30, 2021.

This business will be in scope for management’s assessment as of June 30, 2022.

| | | | | | | /s/ EDMUND REESE | | |

| | | | | | | Edmund Reese | | |

August 12, 2021

| | | | | | | /s/ JAMES M. YOUNG | | |

| | | | | | | James M. Young | | |

August 11, 2020

[removed: None.][added: None.]

We incorporate by reference the information responsive to this Item appearing in our definitive proxy statement to be filed within 120 days after the fiscal year ended June 30, [removed: 2020] [added: 2021] (the “Proxy Statement”).

Date: August [removed: 11, 2020][added: 12, 2021]

| | | | BROADRIDGE FINANCIAL SOLUTIONS, INC. | | | | | | | | | [removed: | | | | | |]

| | | | By: | | | /s/ TIMOTHY C. GOKEY | | | | | | [removed: | | | | | |]

| | | | Name: | | | Timothy C. Gokey | | | | | | [removed: | | | | | |]

| | | | Title: | | | Chief Executive Officer | | | | | | [removed: | | | | | |]

[removed: Young,] [added: Gokey] and [added: Edmund Reese, and] each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), any and all amendments to the Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

| /s/ TIMOTHY C. GOKEY | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | August [removed: 11, 2020] [added: 12, 2021] | | |

| /s/ [removed: JAMES M. YOUNG] [added: EDMUND REESE] | | | | | | [removed: Senior] [added: Corporate] Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | | | August [removed: 11, 2020] [added: 12, 2021] | | |

| /s/ RICHARD J. DALY | | | | | | Executive Chairman of the Board of Directors | | | August [removed: 11, 2020] [added: 12, 2021] | | |

| /S/ LESLIE A. BRUN | | | | | | Lead Independent Director | | | August [removed: 11, 2020] [added: 12, 2021] | | |

| /S/ PAMELA L. CARTER | | | | | | Director | | | August [removed: 11, 2020] [added: 12, 2021] | | |

| /S/ ROBERT N. DUELKS | | | | | | Director | | | August [removed: 11, 2020] [added: 12, 2021] | | |

| /S/ BRETT A. KELLER | | | | | | Director | | | August [removed: 11, 2020] [added: 12, 2021] | | |

| /S/ MAURA A. MARKUS | | | | | | Director | | | August [removed: 11, 2020] [added: 12, 2021] | | |

| /S/ THOMAS J. PERNA | | | | | | Director | | | August [removed: 11, 2020] [added: 12, 2021] | | |

| /S/ ALAN J. WEBER | | | | | | Director | | | August [removed: 11, 2020] [added: 12, 2021] | | |

| /S/ AMIT K. ZAVERY | | | | | | Director | | | August [removed: 11, 2020] [added: 12, 2021] | | |

| [removed: [1.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex11underwritingagreement.htm)] [added: [1.1](https://www.sec.gov/Archives/edgar/data/1383312/000114036121016285/nt10023715x6_ex1-1.htm)] | | | | | | [Underwriting [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex11underwritingagreement.htm)[,] [added: Agreement,] dated as of [removed: December 4, 2019,] [added: May 6, 2021,] among Broadridge Financial Solutions, Inc. and [removed: J.P.](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex11underwritingagreement.htm) [Morgan] [added: J.P. Morgan] Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo [removed: Securities](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex11underwritingagreement.htm)[,] [added: Securities,] LLC, as representatives of the underwriters listed therein (incorporated by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex11underwritingagreement.htm) [1.1] [added: Exhibit 1.1] of Form 8-K filed on [removed: December 9, 2019](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex11underwritingagreement.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex11underwritingagreement.htm)] [added: May 17, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000114036121016285/nt10023715x6_ex1-1.htm)] | | | | | | | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1383312/000119312513342259/d586770dex42.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)[4](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] | | | | | | [removed: [Second] [added: [Fourth] Supplemental Indenture dated as of [removed: August 21, 2013,] [added: December 9, 2019,] by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 [removed: to] [added: of] Form 8-K filed on [removed: August 21, 2013)](https://www.sec.gov/Archives/edgar/data/1383312/000119312513342259/d586770dex42.htm)] [added: December 9, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] | | | | | | | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1383312/000119312513342259/d586770dex42.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm)[8](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm)] | | | | | | [Form of Broadridge Financial Solutions, Inc. [removed: 3.950%] [added: 2.600%] Senior Note due [removed: 2020 (included] [added: 2031 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on May 17, 2021, and is included] in Exhibit 4.2 to Form 8-K filed on [removed: August 21, 2013 and incorporated by reference)](https://www.sec.gov/Archives/edgar/data/1383312/000119312513342259/d586770dex42.htm)] [added: May 17, 2021)](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm)] | | | | | | | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex4d2.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex4d2.htm)] | | | | | | [Third Supplemental Indenture dated June 27, 2016 by and among Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 27, 2016)](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex4d2.htm) | | | | | | | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex4d2.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex4d2.htm)[3](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex4d2.htm)] | | | | | | [Form of Broadridge Financial Solutions, Inc. 3.400% Senior Note due 2026 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 27, 2016)](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex4d2.htm) | | | | | | | | |

| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/ex46descripofsecurities.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm)] | | | | | | [removed: [Description of Securities] [added: [Amended and Restated Executive Retirement and Savings Plan, effective January 1, 2019] (incorporated by reference to Exhibit [removed: 4.6] [added: 10.25] to Form 10-K filed on August 6, [removed: 2019](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/ex46descripofsecurities.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/ex46descripofsecurities.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm)] | | | | | | | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)[7](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm)[7](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm)] | | | | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture dated as of [removed: December 9, 2019,] [added: May 17, 2021,] by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed [removed: on December 9, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm) [May 17, 2021](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121017588/nt10023715x8_ex4-2.htm)] | | | | | | | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)[8](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)[5](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)] | | | | | | [Form of Broadridge Financial Solutions, Inc. 2.900% Senior Note due 2029 (incorporated by reference to Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)[3](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm) [to] [added: 4.3 to] Form 8-K filed on December 9, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm) | | | | | | | | |

| [10.7](https://www.sec.gov/Archives/edgar/data/1383312/000119312511252322/d234369dex101.htm) | | | | | | [Officer Severance Plan dated September [removed: 16](https://www.sec.gov/Archives/edgar/data/1383312/000119312511252322/d234369dex101.htm)[,] [added: 16,] 2011 [removed: (inc](https://www.sec.gov/Archives/edgar/data/1383312/000119312511252322/d234369dex101.htm)[orporated] [added: (incorporated] by [removed: reference](https://www.sec.gov/Archives/edgar/data/1383312/000119312511252322/d234369dex101.htm) [to] [added: reference to] Exhibit 10.1 to Form 8-K filed on [removed: Septemb](https://www.sec.gov/Archives/edgar/data/1383312/000119312511252322/d234369dex101.htm)[er](https://www.sec.gov/Archives/edgar/data/1383312/000119312511252322/d234369dex101.htm) [20, 2011](https://www.sec.gov/Archives/edgar/data/1383312/000119312511252322/d234369dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000119312511252322/d234369dex101.htm)] [added: September 20, 2011)](https://www.sec.gov/Archives/edgar/data/1383312/000119312511252322/d234369dex101.htm)] | | | | | | | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1383312/000138331219000015/ex10-1.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm)] | | | | | | [Amended and Restated Credit Agreement, dated as [removed: of March 18, 2019,] [added: of](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm) [April 23, 2021](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm)[,] among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed [removed: on March 18, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000015/ex10-1.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm) [April 23, 2021](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm)[)](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm)] | | | | | | | | |

| [10.24](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm) | | | | | | [Amendment Number Three to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm) [10](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm)[.1] [added: Exhibit 10.1] to Form 8-K filed on June 10, 2020)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm) | | | | | | | | |

| [10.25](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm) | | | | | | [Amendment Number One to the Broadridge Financial Solutions, Inc. Officer Severance Plan](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm) [added: [](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)[(incor](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)[porated by refer](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)[ence to](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm) [Exhibit 10.25 to Form 10-K filed on August](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm) [11](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)[, 2020](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)] | | | | | | | | |

| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000059/exhibit101stockoptiona.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)] | | | | | | [Form of Stock Option Grant Award Agreement for U.S. Non-Employee [removed: Directors (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 6, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000059/exhibit101stockoptiona.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)] | | | | | | | | |

| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000059/exhibit102dsudirector2.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm)] | | | | | | [Form of Deferred Stock Unit Award Agreement for U.S. Non-Employee [removed: Directors (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 6, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000059/exhibit102dsudirector2.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm)] | | | | | | | | |

| [removed: [10.28](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/exhibit1028rsuperfbase.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1028form10-k2021.htm)] | | | | | | [Form of Restricted Stock Unit Grant Award Agreement (Performance-Based) for U.S. Corporate [removed: Officers](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/exhibit1028rsuperfbase.htm)] [added: Officers](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1028form10-k2021.htm)] | | | | | | | | |

| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/exhibit1029rsuusoffice.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1029form10-k2021.htm)] | | | | | | [Form of Restricted Stock Unit Grant Award Agreement (Time-Based) for U.S. Corporate [removed: Officers](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/exhibit1029rsuusoffice.htm)] [added: Officers](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1029form10-k2021.htm)] | | | | | | | | |

| [removed: [10.3](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/exhibit1030stockoption.htm)[0](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/exhibit1030stockoption.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1030form10-k2021.htm)[0](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1030form10-k2021.htm)] | | | | | | [Form of Stock Option Grant Award Agreement (Performance-Based) for U.S. Corporate [removed: Officers](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/exhibit1030stockoption.htm)] [added: Officers](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1030form10-k2021.htm)] | | | | | | | | |

| [removed: [14.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex141codeofethicsforpr.htm)] [added: [14.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/ex141codeofbusinessconduct.htm)] | | | | | | [Code of [removed: Ethics for the Company’s Principal Executive Officer] [added: Business Conduct] and [removed: Senior Financial Officers](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex141codeofethicsforpr.htm)[](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex141codeofethicsforpr.htm)] [added: Ethics](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/ex141codeofbusinessconduct.htm)] | | | | | | | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/exhibit21listofsubs2020.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit21-subsidiaries.htm)] | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/exhibit21listofsubs2020.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit21-subsidiaries.htm)] | | | | | | | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/br20200630ex231.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit23form10-k2021.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/br20200630ex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit23form10-k2021.htm)] | | | | | | | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/br20200630ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit311form10-k2021.htm)] | | | | | | [Certification of the Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/br20200630ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit311form10-k2021.htm)] | | | | | | | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/br20200630ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit312form10-k2021.htm)] | | | | | | [Certification of the Chief Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/br20200630ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit312form10-k2021.htm)] | | | | | | | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/br20200630ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit321form10-k2021.htm)] | | | | | | [Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/br20200630ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit321form10-k2021.htm)] | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Edmund Reese | | | | | | | | | | | |

| /S/ MELVIN L. FLOWERS | | | | | | Director | | | August 12, 2021 | | |

| Melvin L. Flowers | | | | | | | | | | | |

| | | | | | | Director | | | August 12, 2021 | | |

| Annette L. Nazareth | | | | | | | | | | | |

| | | | | | | | | | | | |

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| | | | | | | | | | | | |

| | | | | | | | | | | | |

| [2.1](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex2-1.htm) | | | | | | [Share Purchase Agreement dated March 27, 2021, by and among Broadridge Financial Solutions, Inc., Broadridge Sweden Holdings AB, Cidron Delfi S.À R.L., Itiviti Invest V AB, Itiviti Intressenter AB and Individual MIP Sellers named therein](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex2-1.htm) [(inc](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex2-1.htm)[orporate](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex2-1.htm)[d by re](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex2-1.htm)[ference to Exhibit 2.1 of Form 8-K filed on March 29](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex2-1.htm)[, 2021)](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex2-1.htm) | | | | | | | | |

| [4.](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit46form10-k2021.htm)[6](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit46form10-k2021.htm) | | | | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit46form10-k2021.htm) | | | | | | | | |

| [10.](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-1.htm)[32](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-1.htm)[*](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-1.htm) | | | | | | [Warranty Deed dated March 27, 2021 by and between Broadridge Sweden Holdings AB and persons listed therein as Management Warrantors (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 29, 2021)](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-1.htm) | | | | | | | | |

| [10.33*](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm) | | | | | | [Term Credit Agreement as of dated March 27, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm)[,](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm) [(incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm)[2](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm) [to Form 8-K filed on March 29, 2021)](https://www.sec.gov/Archives/edgar/data/0001383312/000114036121010388/nc10022360x1_ex10-2.htm) | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Gokey and James M.

| James M. Young | | | | | | | | | | | |

| [10.20](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm) | | | | | | [Amended and Restated Executive Retirement and Savings Plan, effective January 1, 2019](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm) [(incorporated by reference to Exhibit 10.25 to Form 10-K filed on Augu](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm)[st 6,](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm) [](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm)[2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm) | | | | | | | | |

| [14.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000045/exhibit141codeofethics.htm) | | | | | | [Code of Business Conduct and Ethics](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000045/exhibit141codeofethics.htm) [](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000045/exhibit141codeofethics.htm)[(incorporated by reference to Exhibit 14.1 to Form 8-K filed on](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000045/exhibit141codeofethics.htm) [August](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000045/exhibit141codeofethics.htm) [5](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000045/exhibit141codeofethics.htm)[, 2020)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000045/exhibit141codeofethics.htm) | | | | | | | | |