Broadridge Financial Solutions (BR) 10-K risk factor changes: FY2022 vs FY2021

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

[removed: However, the effects] [added: The loss of business from any of our larger clients] could have a material adverse effect on our [removed: business,] [added: revenues and] results of [removed: operations and financial performance.][added: operations.]

A large percentage of our revenues are derived from a small number of clients in the financial services [removed: industry.][added: industry and the loss of any of such clients could have a material impact on our revenues and also result in an asset write-down of our client onboarding costs.]

In fiscal year [removed: 2021,] [added: 2022,] we derived approximately [removed: 51%] [added: 46%] 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 [removed: 6%] [added: 7%] of our consolidated revenues in fiscal year [removed: 2021.][added: 2022.]

[removed: Also,] [added: Further,] in the event [removed: a client experiences financial difficulties or bankruptcy resulting in] [added: of] a reduction [removed: in their] [added: of a client’s] demand for our services or [added: the] loss of [removed: the] [added: a] client’s business, in addition to losing the revenue from that client, we [removed: would] [added: could] be required to write-off any [added: client] investments [removed: made by us in connection with] that [removed: client,] [added: are not offset by any contract termination fees,] including costs incurred to [removed: set up] [added: onboard a client] or convert a client’s systems to function with our technology.

Such costs for all clients represented approximately [removed: 10%] [added: 15%] of our total assets as of June 30, [removed: 2021.][added: 2022, with one client representing a large portion of such amount.]

Many of our services are provided through the [removed: Internet] [added: Internet,] which increases our exposure to potential cybersecurity attacks.

As a provider of [added: products and] services to financial institutions and issuers of securities, our [added: products and] services are provided in a manner designed to assist our clients in complying with the laws and regulations to which they are subject.

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

[removed: The loss of business from our larger clients] [added: A significant non-cash impairment] could have a material adverse effect on our [removed: revenues and] results of operations.

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

With an increased focus on [added: cybersecurity and] 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.

We are, therefore, subject to compliance obligations under federal, state and foreign privacy and information security laws, including in the U.S., the GLBA, HIPAA, the CCPA, and the GDPR in the [removed: EU,] [added: European Union,] and we are subject to [removed: penalties for failure to comply] [added: compliance] with [added: various client industry standards] such [removed: regulations.][added: as PCI DSS as well as Medicare and Medicaid programs related to our clients.]

[removed: Such] [added: We are subject to] penalties [added: for failure to comply with such regulations and requirements, and such penalties] could have a material adverse effect on our financial condition, results of operations, or cash flows.

[removed: While we believe that Broadridge is compliant with its regulatory responsibilities,] [added: However,] information security threats continue to evolve resulting in increased risk and exposure and increased costs to protect against the threat of information security breaches or to respond to or alleviate problems caused by such breaches.

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

As a result, we are subject to carrier disruptions due to factors that are beyond our control, including employee strikes, inclement weather, increased fuel [removed: costs and suspension of delivery of communications to certain countries as a result of the Covid-19 pandemic.][added: costs.]

Our operations are dependent on our ability to protect our infrastructure against damage from catastrophe, natural disaster, or severe [removed: weather including] [added: weather, as well as] events resulting from unauthorized security breach, power loss, telecommunications failure, terrorist attack, pandemic, or other events that could have a significant disruptive effect on our operations.

For example, the Covid-19 pandemic [removed: continues to] [added: and Russia’s invasion of Ukraine have] adversely [removed: impact] [added: impacted] global commercial activity and [removed: has contributed to] [added: have had] a [removed: general economic recession,] [added: negative impact on the global economy,] adversely impacting our clients.

Intense competition could negatively affect our ability to maintain or increase our [removed: market share] [added: business, financial condition,] and [removed: profitability.][added: results of operations.]

In addition, our securities processing solutions compete with our clients’ in-house capabilities to perform [removed: competitive] [added: comparable] functions.

In addition, we expect that the markets in which we compete will continue to attract new competitors and new [removed: technologies, including international providers of similar products and services to ours.][added: technologies.]

If we fail to compete effectively, our [removed: market share could decrease and our] business, financial condition, and results of operations could be materially harmed.

The inability to identify, [removed: obtain] [added: obtain, retain, enforce] and [removed: retain] [added: protect] important intellectual property rights to technology could harm our business.

Our products and services, and the products and services provided to us by third parties, may infringe upon intellectual property rights of third parties, and any infringement [removed: claims] [added: claims, whether initiated by or against us,] could require us to incur substantial costs, distract our management, or prevent us from conducting our business.

[removed: Although] [added: Further, although] we attempt to avoid infringing upon known proprietary rights of third parties, we are subject to the risk of claims alleging infringement of third-party proprietary rights.

[removed: In either of these events,] [added: As a result,] we may need to undertake [added: work-arounds or] substantial reengineering of our products or services in order to continue offering them, and we may not succeed in doing so.

In addition, international [removed: acquisitions] [added: acquisitions, such as our 2021 acquisition of Itiviti,] often involve additional or increased risks including, for example:

As of June 30, [removed: 2021,] [added: 2022,] we had [removed: $3,914.4] [added: $3,793.0] million in aggregate principal amount of total debt.

Additionally, our revolving credit facility has a remaining borrowing capacity of [removed: $1,385.6] [added: $1,475.0] million as of June 30, [removed: 2021.][added: 2022.]

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

As a result of past acquisitions, we carry a significant goodwill [removed: balance] [added: and other acquired intangible assets] on our balance sheet.

[removed: Goodwill] [added: Goodwill, intangible assets, net and deferred client conversion and start-up costs] accounted for approximately [removed: 46%] [added: 71%] of the total assets on our balance sheet as of June 30, [removed: 2021.][added: 2022.]

We test goodwill for impairment annually as of March 31st and [added: we test goodwill, intangible assets, net and deferred client conversion and start-up costs for impairment] at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable.

Although no indications of [removed: a goodwill] [added: an] impairment have been identified, there can be no assurance that we will not incur impairment charges in the future, particularly in the event of a prolonged economic [removed: recession.][added: recession or loss of a key client or clients.]

A portion of our revenue is generated outside the U.S. and in recent years, we have expanded our operations, entered strategic alliances, and acquired businesses outside the U.S. [added: As a result of our 2021 acquisition of Itiviti, our revenues generated outside the U.S. have increased by 33% and we now operate in 20 countries outside the U.S.] Also, our business is highly dependent on the global financial services industry and exchanges and market centers around the world.

In addition, our operations and our ability to deliver our services to our clients could be adversely impacted if there is instability, disruption or destruction in certain geographic [removed: regions] [added: regions,] including as a result of natural or man-made disasters, wars, terrorist activities, or any widespread outbreak of an [removed: illness, pandemic, including a continuation or worsening of the Covid-19 pandemic and its variants, or other local] [added: illness] or [removed: global health issue.][added: pandemic.]

Also, a delay in onboarding a client onto our technology would result in a delay in our recognition of revenue from that client.

The Covid-19 pandemic continues to persist throughout the world, including the U.S., India, Canada, Europe and other locations where we operate.

To date, the Covid-19 pandemic has negatively impacted the global economy, created significant financial market volatility, disrupted global supply chains, and resulted in a significant number of infections and deaths worldwide.

In response to the Covid-19 pandemic, we have taken, and expect to continue to take, measures designed to protect the health of our employees and to minimize our operational disruption and resulting provision of services to our clients.

These measures have increased our expenses and we may continue to incur such expenses.

We continue to work with our stakeholders to responsibly address the effects of this global pandemic and take appropriate actions in an effort to mitigate any adverse consequences.

However, we cannot assure you that we will be successful in any such mitigation efforts.

The extent to which the Covid-19 pandemic may impact our operations will depend on future developments which are highly uncertain and cannot be predicted with confidence, including the duration of the pandemic, the emergence of new virus variants, outbreaks occurring at any of our facilities and changes in worldwide and U.S. economic conditions.

Our success depends in part upon a combination of patents, trademarks, service marks, copyrights, domain names and trade secrets to protect our intellectual property and marks.

We also enter into confidentiality and invention assignment agreements with our employees, consultants and other third parties, and control access to our services, software and proprietary information.

Moreover, we license or acquire technology that we incorporate into our services and products.

Despite our efforts to identify, obtain, retain, enforce and protect our intellectual property rights and proprietary information, we cannot be certain that they will be effective or sufficient to prevent the unauthorized access, use, copying, theft or the reverse engineering of our intellectual property and proprietary information for a variety of reasons, including: (a) our inability to detect misappropriation by third parties of our intellectual property; (b) disparate legal protections for intellectual property across different countries; (c) constantly evolving intellectual property legal standards as to the scope of protection, validity, non-infringement, enforceability and infringement defenses; (d) failure to maintain appropriate contractual restrictions and other measures to protect our know-how and trade secrets, or contract breaches by others; (e) failure to identify and obtain patents on patentable innovations; (f) potential invalidation, unenforceability, scope narrowing, dilution and opposition, through litigation and administrative processes both in the U.S. and abroad, of our intellectual property rights; and (g) other business or resource limitations on intellectual property enforcement against third parties.

Costly, complex, time-consuming and unpredictable litigation may be necessary to enforce our intellectual property rights, or challenge the purported validity or scope of third-party intellectual property.

All intellectual property litigations, even baseless claims, result in significant expense and diversion of resources, our management and time.

Any adverse outcome in an intellectual property litigation may materially and adversely affect our brand, business, operations and financial condition, and require us to license the technology of others on unfavorable terms.

We use third-party open source software in our products and services.

Though we have a policy, review board, and review process in place governing the use of open source software, there is a risk that we incorporate into our products and services open source software with onerous licensing terms that purportedly require us to make the source code of our proprietary code, combined with such open source software, available under such license.

Furthermore, U.S. courts have not interpreted the terms of various open source licenses, but could interpret them in a manner that imposes unanticipated conditions or restrictions on our products and services.

Usage of open source software can lead to greater risks than use of third-party commercial software, given that licensors generally disclaim all warranties on their open source software, and hackers frequently exploit vulnerabilities in open source software.

Any use of open source software inconsistent with its license or our policy could harm our business, operations and financial position.

In fact, over the last three fiscal years we have completed 10 acquisitions and made strategic investments in seven firms.

We may incur non-cash impairment charges in the future associated with our portfolio of intangible assets, including goodwill.

In addition, we also defer certain costs to onboard a client or convert a client’s systems to function with our technology.

For example, the continuation or worsening of the Covid-19 pandemic and its variants, or other local or global health issue, or the broader economic consequences of the conflict in Ukraine could adversely impact our operations and financial results.

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

Any of the following factors, or other cascading effects of the Covid-19 pandemic that are not currently foreseeable, could negatively affect our operations and performance of our services, increase our costs, and negatively impact our sales, results of operations and our liquidity position, possibly to a significant degree:

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

Our ability to provide our services and solutions could 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.

In addition, a resurgence of the Covid-19 virus in the areas where we operate could result in additional stay-at-home orders being put in place.

Our inability or failure to properly perform our services could cause us to incur expenses including service penalties, lose revenues, lose clients or damage our reputation.

- 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 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 vendors, including as employees return to our offices.

There is no certainty that such measures will be sufficient to mitigate the risks posed by Covid-19 or will be satisfactory to government authorities.

- We are a global company and our business is highly dependent on the financial services industry and exchanges and market centers.

The pandemic continues to adversely impact global commercial activity.

An extended period of market disruption or closures, or a prolonged economic downturn, could negatively impact our business and financial results.

We could experience a decrease in demand for our services or a delay or reduction in our sales if a prolonged economic downturn causes financial stress for our clients.

We could also experience a delay in onboarding our clients.

Further, a sustained decline in market values could result in decreased assets under administration negatively impacting our mutual fund processing business.

In addition, lower interest rates have negatively impacted our mutual fund processing and transfer agency businesses.

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

In addition, we may face increased cybersecurity risks due to the number of employees who are working remotely in regions impacted by stay-at-home orders or observing quarantine safety measures.

Increased levels of remote access may create additional opportunities for cybercriminals to attempt to exploit vulnerabilities, and employees may be more susceptible to phishing and social engineering attempts due to increased stress caused by the crisis and from balancing family and work responsibilities at home.

- We rely on third-party service providers and vendors to provide critical systems and services such as data center services and materials needed for the production and delivery of our print services, and the Covid-19 pandemic could present heightened or novel risks with respect to the continuity of our critical vendors’ services or ability to supply materials including the possibility of closure or business interruption.

- There is a potential risk that members of our senior management team and/or our board of directors could become incapacitated or otherwise unable to perform their duties for an extended period of time due to illness resulting from the Covid-19 pandemic.

There are no comparable recent events which may provide guidance as to the effect of the Covid-19 pandemic, and, as a result, its ultimate impact is highly uncertain and subject to change.

We 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.

Our success depends in part upon the development, licensing, and acquisition of systems and applications to conduct our business.

Our success will increasingly depend in part on our ability to identify, obtain and retain intellectual property rights to technology, both for internal use as well as for use in providing services to our clients, through internal development, acquisition, licensing from others, or alliances with others.

Our inability to identify, obtain and retain rights to certain technology on favorable terms and conditions would make it difficult to conduct business, or to timely introduce new and innovative products and services, which could harm our business, financial condition, and results of operations.

If in response to a third-party infringement allegation, we were to determine that we require a license to such third-party’s proprietary rights, then we may be unable to obtain such license on commercially reasonable terms.

In addition, any claim of infringement could cause us to incur substantial costs defending such claim, even if the claim is baseless, and could distract our management from our business.

- finding suitable businesses to acquire at affordable valuations or on other acceptable terms;

- competition for acquisitions from other potential acquirors;

We may incur non-cash goodwill impairment charges in the future.

We expect to engage in additional acquisitions, which will likely result in our recognition of additional goodwill.

A significant non-cash goodwill impairment could have a material adverse effect on our results of operations.

For example, the United Kingdom’s withdrawal from the European Union (“Brexit”) became effective on January 31, 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.

However, the post-Brexit relationship between the United Kingdom and the European Union is new and evolving, and any continuing legal or economic disruptions resulting from Brexit may negatively impact our clients with operations in the United Kingdom, which may cause them to reduce their spending on our solutions and services.

Our revenues are subject to seasonal variations because we process and distribute the greatest number of proxy materials and annual reports in our third and fourth fiscal quarters.

Processing and distributing proxy materials and annual reports to investors comprises a large portion of our Investor Communication Solutions business.

We process and distribute the greatest number of proxy materials and annual reports during our third and fourth fiscal quarters.

The recurring periodic activity of this business is linked to significant filing deadlines imposed by law on public reporting companies.

This causes our revenues, operating income, net earnings, and cash flows from operating activities to be higher in our third and fourth fiscal quarters.

*This discussion summarizes the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal years ended June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein.

Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could [removed: be”] [added: be,” “on track”] and other words of similar meaning, are forward-looking statements.

*The discussion summarizing the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal year ended June 30, [removed: 2019] [added: 2020] 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: 2020] [added: 2021] (the [removed: “2020] [added: “2021] Annual Report”), which was filed with the Securities and Exchange Commission on August [removed: 11, 2020.*][added: 12, 2021.*]

Broadridge, a Delaware corporation and a part of the S&P 500® Index, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth [removed: managers] [added: managers, public companies, investors] and [removed: corporate issuers.][added: mutual funds.]

With over 50 years of experience, including [removed: over 10] [added: 15] years as an independent public company, we provide [removed: financial services firms with advanced, dependable, scalable and cost-effective] integrated solutions and an important infrastructure that powers the financial services industry.

| Contingent consideration liability | | | | | | — | | | | | | [removed: 7.3] [added: 8.5] | | | | | | [removed: 7.3] [added: 8.5] | | |

| Aggregate purchase price | | | | | | $ | 2,580.4 | | | | | $ | [removed: 33.4] [added: 34.5] | | | | | $ | [removed: 2,613.8] [added: 2,615.0] | |

| Net tangible assets acquired / (liabilities assumed) | | | | | | $ | [removed: (256.6)] [added: (252.9)] | | | | | $ | [removed: (3.0)] [added: (3.3)] | | | | | $ | [removed: (259.6)] [added: (256.2)] | |

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

- The contingent consideration liability is payable through fiscal year [removed: 2023] [added: 2024] upon the achievement by the acquired business of certain revenue targets, and has a maximum potential pay-out of [removed: $12.5] [added: $12.0] million upon the achievement in full of the defined financial targets by the acquired business.

- The fair value of the contingent consideration liability at June 30, [removed: 2021] [added: 2022] is [removed: $5.0] [added: $8.0] million.

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

We had [removed: $3,720.1] [added: $3,484.9] million of goodwill as of June 30, [removed: 2021.][added: 2022.]

The Company has estimated foreign net operating loss carryforwards of approximately [removed: $63.0] [added: $59.5] million as of June 30, [removed: 2021] [added: 2022] of which [removed: $7.9] [added: $8.8] million are subject to expiration in the June 30, [removed: 2022] [added: 2023] through June 30, [removed: 2041] [added: 2042] period.

The remaining [removed: $55.1] [added: $50.7] million of carryforwards has an indefinite utilization period.

In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately [removed: $43.5] [added: $41.3] million of which [removed: $24.4] [added: $20.4] million are subject to expiration in the June 30, [removed: 2022] [added: 2023] through June 30, 2037 period with the balance of [removed: $19.1] [added: $20.9] million having an indefinite utilization period.

The Company did not [removed: realize any] [added: generate] federal net operating losses for the fiscal year ended June 30, [removed: 2021.][added: 2022.]

The Company has recorded valuation allowances of [removed: $10.5] [added: $10.7] million and [removed: $6.7] [added: $10.5] million at June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year [removed: 2021] [added: 2022] stock option grants would result in approximately a [removed: $2.2] [added: $2.5] million change in total pre-tax stock-based compensation expense for the fiscal year [removed: 2021] [added: 2022] 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: 2021] [added: 2022] stock option grants would result in approximately a [removed: $0.7] [added: $1.0] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] grants, which would be amortized over the vesting period.

A hypothetical one-half percentage point change in the dividend yield assumption used to determine the fair value of the fiscal year [removed: 2021] [added: 2022] stock option grants would result in approximately a [removed: $0.8] [added: $1.0] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2021] [added: 2022] grants, which would be amortized over the vesting period.

These performance indicators include Revenue and Recurring fee revenue as well as not generally accepted accounting principles measures (“Non-GAAP”) of Adjusted Operating income, Adjusted Net earnings, Adjusted [removed: Diluted] earnings per share, Free Cash flow, and Closed sales.

Refer to the section “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” for a reconciliation of Adjusted Operating income, Adjusted Net earnings, Adjusted [removed: Diluted] earnings per share, and Free Cash flow to the most directly comparable generally accepted accounting principles (“GAAP”) measures, and an explanation for why these Non-GAAP metrics provide useful information to investors and how management uses these Non-GAAP metrics for operational and financial decision-making.

Internal Trade Growth represents the estimated change in [added: daily average] trade volumes for Broadridge securities processing clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods.

The key performance indicators for the fiscal years ended June 30, [removed: 2021,] [added: 2022,] and [removed: 2020,] [added: 2021,] are as follows:

| Equity proxy | | | [removed: 26] [added: 18] | | % | | | | [removed: 10] [added: 26] | | % |

| Mutual fund interims | | | [removed: 10] [added: 14] | | % | | | | [removed: 2] [added: 10] | | % |

| Internal Trade Growth | | | [removed: 12] [added: 1] | | % | | | | [removed: 9] [added: 12] | | % |

The following discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the fiscal year ended June 30, [removed: 2021] [added: 2022] compared to the fiscal year ended June 30, [removed: 2020.][added: 2021.]

The Analysis of Consolidated Statements of Earnings should be read in conjunction with the Analysis of Reportable Segments, which provides [added: a] more detailed [removed: discussions] [added: discussion] concerning certain components of the Consolidated Statements of Earnings.

Discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments for the fiscal year ended June 30, [removed: 2020] [added: 2021] compared to the fiscal year ended June 30, [removed: 2019] [added: 2020] is disclosed in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the [removed: 2020] [added: 2021] Annual Report.

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

“Investment [removed: Gain”] [added: Gains”] represents [removed: a] non-operating, non-cash [removed: gain] [added: gains] on [removed: a] privately held [removed: investment.][added: investments.]

“Net New Business” refers to recurring revenue from Closed sales [added: for the initial twelve-month contract period after which the client goes live with the Company’s service(s),] less recurring revenue from client losses.

During fiscal year [removed: 2020,] [added: 2022,] mutual fund proxy [added: fee] revenues were [removed: 35% lower] [added: 57% greater] than the prior fiscal year.

For the fiscal year ended June 30, [removed: 2021,] [added: 2022,] we are reporting Closed sales net of a 5.0% allowance adjustment.

For the fiscal year ended June 30, [removed: 2020,] [added: 2021,] we reported Closed sales net of a [removed: 4.0%] [added: 5.0%] allowance adjustment.

During the fiscal year ended June 30, 2022, there were no material acquisitions.

| Goodwill | | | | | | 1,928.7 | | | | | | 27.3 | | | | | | 1,956.0 | | |

| Aggregate purchase price | | | | | | $ | 2,580.4 | | | | | $ | 34.5 | | | | | $ | 2,615.0 | |

Beginning with the first quarter of fiscal year 2022, the Company revised the foreign exchange rates used to present segment revenues, segment earnings (loss) before income taxes, and Closed sales, to further allocate the foreign exchange impact to the individual segment revenue and profit metrics.

The presentation of segment revenues and earnings (loss) before income taxes for the prior periods provided has been changed to conform to the current period presentation.

Total consolidated revenues and earnings before income taxes were not impacted.

Seasonality

Processing and distributing proxy materials and annual reports to investors comprises a large portion of our Investor Communication Solutions business.

We process and distribute the greatest number of proxy materials and annual reports during our third and fourth fiscal quarters.

The recurring periodic activity of this business is linked to significant filing deadlines imposed by law on public reporting companies.

This has caused our revenues, operating income, net earnings, and cash flows from operating activities to be higher in our third and fourth fiscal quarters.

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

| | | | 2022 | | | | | | 2021 | | |

“Internal Growth” is a component of recurring fee revenue and generally reflects year over year changes in existing services to our existing customers’ multi-year contracts beyond the initial twelve-month period in which it was included in Net New Business.

“Real Estate Realignment and Covid-19 Related Expenses” are comprised of two major components: Real Estate Realignment Expenses, and Covid-19 Related Expenses.

Real Estate Realignment Expenses are expenses associated with the exit of certain of the Company’s leased facilities in response to the Covid-19 pandemic, which consist of the impairment of certain right of use assets, leasehold improvements and equipment, as well as other related facility exit expenses directly resulting from, and attributable to, the exit of these leased facilities.

Covid-19 Related Expenses are direct and incremental expenses incurred by the Company to protect the health and safety of Broadridge associates during the Covid-19 outbreak, including expenses associated with monitoring the temperatures for associates entering our facilities, enhancing the safety of our office environment in preparation for workers to return to Company facilities on a more regular basis, ensuring proper social distancing in our production facilities, personal protective equipment, enhanced cleaning measures in our facilities, and other safety related expenses.

“Russia-Related Exit Costs” are direct and incremental costs associated with the Company’s wind down of business activities in Russia in response to Russia’s invasion of Ukraine, including relocation-related expenses of impacted associates.

Global Pandemic

In response to the Covid-19 pandemic, we have taken, and expect to continue to take, measures designed to protect the health of our employees and to minimize our operational disruption and resulting provision of services to our clients.

See the risk factor titled “*The Covid-19 pandemic may negatively impact our business, results of operations and financial performance*” in Part I, Item 1A “Risk Factors” in this Annual Report.

Conflict in Ukraine

We are monitoring the events related to Russia’s invasion of Ukraine and have been actively managing any exposure we may have through a cross-functional taskforce that includes members of our senior management.

We have historically had a limited presence in Russia, and we have no presence in Ukraine.

We do not store any client data in Russia.

Prior to the conflict, we had approximately 280 associates in St. Petersburg, Russia who provide software development and support services for several of our GTO products, less than 2% of our total associates.

We have historically provided services to a very small number of Russian entities and subsidiaries of Russian entities.

The revenues from those services represented less than 0.1% of our total revenues in fiscal year 2021 and our outstanding accounts receivable from these entities is de minimis.

We are in the process of terminating and winding down these relationships and closing our operations in Russia.

We are monitoring and believe we are in compliance with all global sanctions arising out of Russia’s invasion of Ukraine.

We are taking steps to move the services provided in Russia to other locations in Europe and Asia.

We have taken actions to enhance our information security defenses in response to the Ukraine conflict.

We do not expect the Ukraine conflict and the actions we are taking in response to have a material impact on our core operations or financial results.

| Revenues | | | $ | 5,709.1 | | | | | $ | 4,993.7 | | | | | $ | 715.3 | | | | | 14 | | | | | |

The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2022 and 2021, and the dollar and percentage changes between periods:

| Recurring fee revenues | | | $ | 3,749.3 | | | | | $ | 3,228.3 | | | | | $ | 521.1 | | | | | 16 | | |

| Distribution revenues | | | 1,717.6 | | | | | | 1,549.5 | | | | | | 168.1 | | | | | | 11 | | |

| Foreign currency exchange | | | (27.4) | | | | | | (19.5) | | | | | | (7.9) | | | | | | 41 | | |

| Total | | | $ | 5,709.1 | | | | | $ | 4,993.7 | | | | | $ | 715.3 | | | | | 14 | | |

The growth in Net New Business contributed to growth in both ICS and GTO recurring fee revenues, while Internal Growth contributed 5pts driven by higher volumes in our ICS business from equity proxy Record Growth of 18% and mutual fund interims Record Growth of 14%.

Financial information on each transaction is as follows:

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

- Goodwill is not tax deductible.

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

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

The following represents the fiscal year 2020 acquisitions:

Fiscal Year 2020 Acquisitions:

BUSINESS COMBINATIONS

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

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

| | | | | | | Shadow Financial | | | | | | Fi360 | | | | | | Clear-Structure | | | | | | Funds-Library | | | | | | Other Acquisitions | | | | | | Total | | |

| Cash payments, net of cash acquired | | | | | | $ | 35.6 | | | | | $ | 116.0 | | | | | $ | 59.1 | | | | | $ | 69.9 | | | | | $ | 17.3 | | | | | $ | 298.0 | |

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

| Contingent consideration liability | | | | | | — | | | | | | — | | | | | | 7.0 | | | | | | — | | | | | | | | | | | | 7.0 | | |

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

| Net tangible assets acquired / (liabilities assumed) | | | | | | $ | (0.1) | | | | | $ | (7.9) | | | | | $ | 0.2 | | | | | $ | (3.1) | | | | | $ | (2.2) | | | | | $ | (13.1) | |

| Goodwill | | | | | | 17.6 | | | | | | 84.4 | | | | | | 44.2 | | | | | | 39.2 | | | | | | 13.5 | | | | | | 198.9 | | |

| Intangible assets | | | | | | 21.1 | | | | | | 43.1 | | | | | | 23.9 | | | | | | 33.8 | | | | | | 7.8 | | | | | | 129.6 | | |

Shadow Financial

In October 2019, we acquired Shadow Financial, a provider of multi-asset class post-trade solutions for the capital markets industry.

The acquisition builds upon Broadridge’s post-trade processing capabilities by adding a market-ready solution for exchanges, inter-dealer brokers and proprietary trading firms.

In addition, the acquisition adds capabilities across exchange-traded derivatives and cryptocurrency.

- Goodwill is tax deductible.

Fi360

In November 2019, we acquired Fi360, a provider of fiduciary and Regulation BI solutions for the wealth and retirement industry, including the accreditation and continuing education for the Accredited Investment Fiduciary® Designation, the leading designation focused on fiduciary responsibility.

The acquisition enhances Broadridge’s retirement solutions by providing wealth and retirement advisors with fiduciary tools that will complement its Matrix trust and trading platform.

The acquisition also further strengthens Broadridge’s data and analytics tools and solutions suite that enable asset managers to grow their businesses by providing greater transparency into the retirement market.

ClearStructure

In November 2019, we acquired ClearStructure, a global provider of portfolio management solutions for the private debt markets.

ClearStructure’s component services enhance Broadridge’s existing multi-asset class, front-to-back office asset management technology suite, providing Broadridge clients with a capability to access the public and private markets.

- Goodwill is primarily tax deductible.

FundsLibrary

In February 2020, we acquired FundsLibrary, a provider of fund document and data dissemination in the European market.

FundsLibrary's solutions enable fund managers to increase distribution opportunities and help them comply with regulations such as Solvency II and MiFID II.

The business was combined with FundAssist, Broadridge's existing European funds regulatory communications business.

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.

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

Effective July 1, 2019, the Company adopted ASU No. 2016-02, “Leases” and its related amendments (collectively referred to as “ASU 2016-02, as amended”) by recognizing a ROU asset and corresponding lease liability, along with a cumulative-effect adjustment to the opening balance of retained earnings, in the period of adoption.

Under this method of adoption, the Company has not restated the prior period Consolidated Financial Statements presented to the current period presentation.

Additional information about the impact of the Company's adoption of ASU No. 2016-02, as amended is included in Note 2, “Summary of Significant Accounting Policies” and Note 8, “Leases” to the Consolidated Financial Statements.

We manage our exposure to these market risks through our regular operating and financing [removed: activities.][added: activities and, when deemed appropriate, through the use of derivative financial instruments.]

As of June 30, [removed: 2021, $1,657.8] [added: 2022, $1,560.8] million, or [removed: 43%,] [added: 41%,] of the Company’s total outstanding debt balance of [removed: $3,887.6] [added: $3,793.0] million is based on floating interest rates.

Our [removed: $1,657.8] [added: $1,560.8] million in variable rate debt at June 30, [removed: 2021] [added: 2022] 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).

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 and Fiscal 2021 Term Loans during the fiscal year ended June 30, [removed: 2021.][added: 2022.]

While the substantial majority of our business is conducted within the U.S., approximately [removed: 12%] [added: 15%] of our fiscal year [removed: 2021] [added: 2022] revenues were earned outside of the U.S. [removed: and approximately 40% of our total consolidated assets as] [added: Our operations outside] of [removed: June 30, 2021 resided] [added: the U.S. primarily reside] in [removed: our foreign subsidiaries.][added: Canada, Europe and India.]

For the fiscal year ended June 30, [added: 2022 and June 30,] 2021, a hypothetical 10% decrease in the value of the Canadian [removed: dollar and] [added: dollar, the] British [removed: pound] [added: pound, the Euro, the Indian Rupee and the Swedish Krona] versus the U.S. dollar would have resulted in a decrease in our total pre-tax earnings of approximately [removed: $16.7 million.][added: $12.8 million and $19.3 million, respectively.]

We do not use derivatives for trading purposes, to generate income or to engage in speculative activity.

Assuming a hypothetical increase of one hundred basis points in interest rates on our variable rate debt during the fiscal year ended June 30, 2022, our pre-tax earnings would have decreased by approximately $19.7 million for the fiscal year ended June 30, 2022; however, this would have been offset by interest earned on cash balances.

As a result, we are exposed to foreign currency risk from changes in the value of underlying assets and liabilities of our non-U.S. dollar-denominated foreign investments and foreign currency transactions, primarily with respect to the Canadian dollar, the British pound, the Euro, the Indian Rupee and the Swedish Krona.

In addition, we executed a series of cross-currency swap derivative contracts with an aggregate notional amount of EUR 880 million which are designated as net investment hedges to hedge a portion of our net investment in our subsidiaries whose functional currency is the Euro.

At June 30, 2022, the fair value of these derivatives is an asset of $101.4 million.

Refer to Note 18, “Contractual Commitments, Contingencies, and Off-Balance Sheet Arrangements” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for additional details on our cross-currency swap derivative contracts.

The Company was not a party to any derivative financial instrument as of June 30, 2021 and 2020, respectively.

Our revenue generating operations outside of the U.S. primarily reside in Canada and the United Kingdom.

As a result, we have a certain degree of foreign currency exposure to exchange rate fluctuations associated with our non-U.S. revenue generating operations, primarily with respect to the Canadian dollar and the British pound.

We do not hedge our operating results against currency movement as they are primarily translational in nature.

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

Broadridge, a Delaware corporation and a part of the S&P 500® Index (“S&P”), is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth [removed: managers] [added: managers, public companies, investors] and [removed: corporate issuers.][added: mutual funds.]

With over 50 years of experience, including over [removed: 10] [added: 15] years as an independent public company, we provide [removed: financial services firms with advanced, dependable, scalable and cost-effective] integrated solutions and an important infrastructure that powers the financial services industry.

ProxyEdge® (“ProxyEdge”) is our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that [removed: helps ensure the voting participation of the largest stockholders of many companies.][added: integrates ballots for positions held across multiple custodians and presents them under a single proxy.]

[removed: Through Matrix Financial Solutions, Inc. (“Matrix”), we] [added: We also] provide mutual fund [added: and exchange-traded funds] trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management [removed: professionals.][added: professionals through Matrix Financial Solutions, Inc. (“Matrix”).]

[removed: We offer advanced] [added: Our Global Technology and Operations business provides] solutions that automate [removed: firms’] [added: the front-to-back] transaction [removed: lifecycle, from desktop productivity tools, data aggregation, performance reporting,] [added: lifecycle of equity, mutual fund, fixed income, foreign exchange] and [removed: portfolio management to] [added: exchange-traded derivatives, from] order capture and [removed: execution,] [added: execution through] trade confirmation, margin, cash management, [removed: clearance] [added: clearing] and settlement, [removed: asset servicing,] reference data management, reconciliations, securities financing and collateral [removed: optimization,] [added: management, asset servicing,] compliance and regulatory reporting, [removed: and] portfolio accounting and custody-related services.

Our [removed: core post-trade services help] [added: solutions provide automated straight through processing and enable buy- and sell-side] financial institutions [added: to] efficiently and cost-effectively consolidate their books and records, gather and service assets under [removed: management and manage risk, thereby enabling them to] [added: management,] focus on their core [removed: business activities.][added: businesses, and manage risk.]

[removed: Provided] [added: Largely provided] on a software as a service (“SaaS”) basis within large user communities, [removed: our] [added: Broadridge’s] technology is a global solution, processing [added: trades,] clearance and settlement in over 100 countries.

[removed: Our] [added: We provide a set of] multi-asset, [removed: multi-market,] multi-entity and multi-currency [added: post-trade and trading and connectivity] solutions [added: that] support [removed: real-time global trade] processing of [removed: equity,] [added: securities transactions in equities, options,] fixed [removed: income, mutual fund,] [added: income securities,] foreign exchange, [removed: and] exchange-traded [removed: derivatives.][added: derivatives and mutual funds.]

[removed: We also offer buy-side technology solutions for the global investment] [added: Our asset] management [removed: industry, including] [added: solutions are] portfolio management, [removed: compliance] [added: compliance, fee billing] and operational [removed: workflow] [added: support] solutions [added: such as order management, data warehousing, reporting, reference data management, and risk management and portfolio accounting] for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this [removed: space.][added: space including prime brokers, fund administrators and custodians.]

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

Our technology and associates power the critical infrastructure [added: and services] behind investing, [added: investment] governance and [added: investor] communications.

Through our integrated [removed: solutions and] [added: solutions,] services and our scalable infrastructure, we believe we are best positioned to meet them.

Our [removed: recent] [added: 2021] 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.

However, they face obstacles in [removed: creating] [added: making] the [removed: right investment] [added: necessary investments] and, more importantly, in applying the right talent and intellectual capital, which may be focused on their most differentiating functions.

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

The Investor Communication Solutions segment’s revenues represented approximately [added: 75% and] 77% of our total Revenues in fiscal years [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the [removed: U.S.] [added: United States of America (“U.S.”)] dollar.

See “Analysis of Reportable Segments — Revenues” under “Item [removed: 701.][added: 7.]

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 [removed: both] Nominees, companies and investors.

[removed: With respect to companies and funds, as] [added: As] it would increase the costs for companies and funds to work with all of the Nominees through which their shares are held beneficially, companies and funds work with us for the performance of all the tasks and processes necessary to ensure that proxy materials are distributed on a timely basis to all beneficial owners and that their votes are accurately reported.

[removed: We also] [added: Additionally, we] offer a complete reorganization communications solution to notify investors of [added: U.S.] reorganizations or corporate action events such as tender offers, mergers and acquisitions, bankruptcies, and class action lawsuits.

We [added: also] 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 [removed: have] implemented an SRD II component to our Global Proxy solution.

[removed: Our fiscal year 2020 acquisition of FundsLibrary has added the capabilities to] [added: We also] provide [added: support to] fund [added: managers with] document and data dissemination in the European market.

[removed: FundsLibrary links fund managers to] [added: This enables the receipt by] distributors and investors [removed: to provide] [added: of] complete, accurate and timely information supporting fund sales.

[removed: The] [added: Our] solution helps fund managers increase distribution opportunities, comply with both United Kingdom domestic and European Union regulations such as Solvency II and MiFID II, and makes information easily accessible for investors in a digital format.

[removed: The combined solution provides funds] [added: Through our Fund Communication Solutions business, we provide fund managers] with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance and disseminate information across multiple jurisdictions.

Our governance and communications services include a full suite of annual meeting [added: and shareholder engagement] solutions:

Our disclosure solutions provide compliance reporting and transactional reporting services for public [removed: companies] [added: companies,] including the following:

- [removed: Proxy Materials Document Composition and Distribution –] [added: Annual SEC Filing Services:] proxy and annual report design and digitization, SEC filing, printing and web hosting [removed: services.][added: services, as well as year-round SEC reporting including document composition, EDGARization and XBRL tagging.]

- [removed: Annual and] [added: Capital Markets] Transactional [removed: SEC Filing] Services – typesetting, printing and SEC filing services for capital markets transactions such as initial public offerings, spin-offs, acquisitions, and securities [removed: offerings, as well as year-round SEC reporting including document composition, EDGARization and XBRL tagging.][added: offerings.]

We support financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with their omni-channel customer communications management strategies for transactional communications, such as statements and bills, marketing communications, such as personalized microsites and campaigns, and regulatory communications, such as [removed: proxy materials] [added: trade confirmations] and explanation of benefits.

The [added: Broadridge] Communications [removed: Cloud] [added: CloudSM platform (the “Communications Cloud”)] provides our clients the flexibility to implement only the modules and delivery channels needed to address their specific communication needs.

- leverage flexible and scalable self-service and managed service composition tools to create relevant content that drives customer [removed: action (apply, enroll, service, click, vote, pay and more);][added: action;]

- store and retrieve communications with [removed: best-in-class] security to manage risk;

- deliver personalized communications across channels, including interactive microsites, email, short message service, presentment, online banking and payments, [removed: personal cloud services,] print and mail; and

Transactions involving securities and other financial market instruments [added: can, for example,] originate with an investor, who places an order with a broker who in turn routes that order to an appropriate market for execution.

With our multi-market, multi-asset class, multi-entity and multi-currency capabilities, we provide [removed: trade] [added: front-to-back] processing on a global basis.

The Global Technology and Operations segment’s revenues represented approximately [removed: 25% and] 26% [added: and 24%] of our total Revenues in fiscal years [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the U.S. dollar.

Our solutions enable global capital markets firms to access market liquidity, drive more effective market making and efficient front-to-back [removed: trade.][added: trade processing.]

Our global [removed: post-trade] [added: trade] processing platforms are [added: largely] provided on a SaaS basis and handle the entire securities processing [removed: cycle from order management to clearance, settlement and custody, and assists our clients in meeting their regulatory reporting and other post-trade requirements.][added: cycle.]

In addition, we provide a complete outsourced solution for the processing of all international institutional and retail proxies, including shareholder disclosure management.

- Our environmental, social and governance (“ESG”) services provide consulting in support of issuers and their ESG journey.

The services include peer ESG disclosure benchmarking, ESG strategy and policy development, greenhouse gas emission assessments, and ESG and sustainability report content development.

We also offer an ESG dashboard that provides ESG consensus ratings to allow corporate issuers to assess the progress of their ESG ratings and disclosure relative to their selection of peer companies.

See “Analysis of Reportable Segments — Revenues” under “Item 7.

Our strategy addresses critical industry needs by utilizing our leading platform capabilities.

Specifically, our growth strategy is focused on four key themes: (i) extend our strong and growing governance business, (ii) drive further growth in our capital markets business, (iii) build next generation wealth and investment management businesses and (iv) strengthen our international business.

Our SaaS offerings allow our clients to mutualize key functions and thereby reduce their costs.

This includes proxy services providers, transfer agents, proxy advisory firms, proxy solicitation firms and financial printers.

Product Development. We manage a diverse portfolio of products and services across our core businesses.

We also enter strategic relationships with clients and other third parties to accelerate product development or gain access to capabilities complementary to our product development efforts.

We engage an independent third-party cybersecurity services and consulting firm to review our information security program quarterly and provide a quarterly report on the program to the Audit Committee of our Board of Directors.

We also have a third-party firm conduct phishing tests on our associates and perform network penetration tests.

In addition, SEC rules require public companies to reimburse banks and broker-dealers for the expense of distributing stockholder communications to beneficial owners of securities held in street name, and those reimbursement rates as well as rates we charge for our proxy services are set by the NYSE.

At June 30, 2022, BBPO was in compliance with this capital requirement.

In addition, Broadridge Corporate Issuer Solutions complies with all applicable trade control laws and regulations, including country/territory-based sanctions and list-based sanctions maintained by the U.S. and other jurisdictions where we do business.

We are also subject to the relevant aspects of regulations and guidance published by FinCEN (as discussed below), which includes the Know Your Customer (“KYC”) requirements promulgated by FinCEN.

None of our U.S. employees are represented by a labor union.

In some countries outside the U.S., we have works councils, or we are required by local law to enter into and/or comply with industry-wide collective bargaining agreements.

Our human capital strategies are developed and managed by our Chief Human Resources Officer, who reports to the Chief Executive Officer, and are overseen by the Company’s Board of Directors and the Compensation Committee of the Board of Directors.

In addition, the Board receives regular updates on talent and other human capital matters such as culture, attrition and retention, and quarterly updates on our progress on our diversity, equity and inclusion (“DEI”) initiatives and practices, including an annual update from our Chief Diversity Officer.

We provide regular updates regarding our diversity efforts and performance to our Board.

In 2022, we conducted our inaugural DEI survey to learn more about our associates’ perceptions and experiences with diversity, equity and inclusion at Broadridge.

The survey was run globally, and over 7,000 associates across 19 countries participated.

The overwhelming majority of our associates believe that 1) the importance of DEI is reflected in the priorities of Broadridge's business, 2) we were successful in advancing DEI initiatives over the past year, and 3) we create a physically and psychologically safe environment where associates feel they belong, and they are included and treated fairly.

The survey also identified some areas of focus and provided a baseline that will enable us to measure our progress over time.

We offer our technology associates with resources to supplement their work experience, including a skills inventory to identify strengths and new opportunities, and a Technology Expert Career Track, a transparent process that allows associates to grow as leaders in the organization.

We also empower associates to learn and grow as subject matter experts in the financial markets.

In turn, this enables our associates to assist our clients with their expertise and adds value to our associates’ own career development and skill sets.

Also, a portion of every associate’s incentive compensation is tied to client satisfaction goals, which reinforces our commitment to the Service-Profit Chain and rewards associates for their contributions to Broadridge’s overall client satisfaction performance.

In fiscal year 2022, our employee engagement score of 77% overall favorable rating remained consistent with our 2021 score in the annual Great Place to Work® survey, which was an 8% increase over the 2020 score.

In addition, for the first time, we have achieved Great Place to Work certification in Romania, Poland, Singapore, and Japan, and were voted one of the Best Workplaces for Women (UK).

Available Information

Our headquarters are located at 5 Dakota Drive, Lake Success, New York 11042, and our telephone number is (516) 472-5400.

We maintain an Investor Relations website at www.broadridge-ir.com.

We make available free of charge, on or through this website, our annual, quarterly and current reports, and any amendments to those reports as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC.

To access these reports, just click on the “SEC Filings” link found at the top of our Investor Relations page.

You can also access our Investor Relations page through our main website at www.broadridge.com by clicking on the “Investor Relations” link, which is located at the top of our homepage.

Information contained on our website is not incorporated by reference into this Annual Report on Form 10-K or any other report filed with or furnished to the SEC.

In addition, the SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Overview

Investor Communication Solutions

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

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

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

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

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

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

In addition, we provide public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services, and shareholder data services.

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

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

Through one point of integration, the Broadridge Communications CloudSM platform (the “Communications Cloud”) helps companies create, deliver, and manage their communications and customer engagement.

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

Global Technology and Operations

We are a leading global provider of business solutions for capital markets and wealth and investment management firms.

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

For capital markets firms, we help our clients lower their costs and improve the effectiveness of their businesses across the front, middle and back office.

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

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

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

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

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

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

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

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

Our growth strategy is based on the following key components.

Our SaaS offerings allow our clients to mutualize development expenses and our solutions integrate global data services to provide globally-consistent insight to functions and requirements within the financial services industry.

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

ProxyEdge is our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that integrates ballots for positions held across multiple custodians and presents them under a single proxy.

We also provide mutual fund and exchange-traded funds trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals through Matrix.

FundsLibrary has been combined with the FundAssist business we acquired in 2018 to form Fund Communication Solutions.

We are the largest processor and provider of investor communication solutions to public companies through the performance of beneficial proxy services.

- 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.

Our Global Technology and Operations segment provides solutions that automate the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services.

Our solutions provide automated straight through processing operations and enable buy- and sell-side financial institutions to efficiently and cost-effectively consolidate their books and records, gather and service assets under management, focus on their core businesses, and manage risk.

We provide a set of multi-asset, multi-entity and multi-currency post-trade, trading and connectivity solutions that support real-time processing of securities transactions in equities, options, fixed income securities, and mutual funds.

We offer these services to support clearance and settlement activities with direct connectivity solutions in the major markets.

We also provide solutions for reconciliations, securities lending, reference data management, and enterprise workflow management; as well as advisor desktop applications and reporting solutions including cloud-based marketing and customer communication tools.

Our asset management solutions are portfolio management, compliance, fee billing and operational support solutions such as order management, data warehousing, reporting, reference data management, risk management and portfolio accounting and fee billing for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space including prime brokers, fund administrators and custodians.

In 2010, we entered into an Information Technology Services Agreement (the “IT Services Agreement”) with International Business Machines Corporation (“IBM”), which was amended and restated in 2019 (the “Amended IT Services Agreement”).

Currently, there are not any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company is a party or of which any of the Company’s property is the subject.

For the Fiscal Year Ended June 30, [removed: 2021][added: 2022]

The aggregate market value, as of December 31, [removed: 2020,] [added: 2021,] of common stock held by non-affiliates of the registrant was [removed: $17,614,247,984.][added: $21,192,402,773.]

As of [removed: July 30, 2021,] [added: August 5, 2022,] there were [removed: 116,168,325] [added: 117,302,388] shares of the registrant’s common stock outstanding (excluding [removed: 38,292,802] [added: 37,158,739] 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: 2021] [added: 2022] are incorporated by reference into Part III.

| ITEM 1. | | | [removed: [Business](#iae1a2b949ef3423f8767eb9bb11d50c9_16)] [added: [Business](#ibb6b906051a14d77be3f94a18b56fa34_16)] | | | [removed: [4](#iae1a2b949ef3423f8767eb9bb11d50c9_16)] [added: [4](#ibb6b906051a14d77be3f94a18b56fa34_16)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#iae1a2b949ef3423f8767eb9bb11d50c9_19)] [added: Factors](#ibb6b906051a14d77be3f94a18b56fa34_19)] | | | [removed: [17](#iae1a2b949ef3423f8767eb9bb11d50c9_19)] [added: [16](#ibb6b906051a14d77be3f94a18b56fa34_19)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#iae1a2b949ef3423f8767eb9bb11d50c9_22)] [added: Comments](#ibb6b906051a14d77be3f94a18b56fa34_22)] | | | [removed: [26](#iae1a2b949ef3423f8767eb9bb11d50c9_22)] [added: [25](#ibb6b906051a14d77be3f94a18b56fa34_22)] | | |

| ITEM 2. | | | [removed: [Properties](#iae1a2b949ef3423f8767eb9bb11d50c9_25)] [added: [Properties](#ibb6b906051a14d77be3f94a18b56fa34_25)] | | | [removed: [26](#iae1a2b949ef3423f8767eb9bb11d50c9_25)] [added: [25](#ibb6b906051a14d77be3f94a18b56fa34_25)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#iae1a2b949ef3423f8767eb9bb11d50c9_28)] [added: Proceedings](#ibb6b906051a14d77be3f94a18b56fa34_28)] | | | [removed: [26](#iae1a2b949ef3423f8767eb9bb11d50c9_28)] [added: [25](#ibb6b906051a14d77be3f94a18b56fa34_28)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#iae1a2b949ef3423f8767eb9bb11d50c9_31)] [added: Disclosures](#ibb6b906051a14d77be3f94a18b56fa34_31)] | | | [removed: [26](#iae1a2b949ef3423f8767eb9bb11d50c9_31)] [added: [25](#ibb6b906051a14d77be3f94a18b56fa34_31)] | | |

| [PART [removed: II.](#iae1a2b949ef3423f8767eb9bb11d50c9_34)] [added: II.](#ibb6b906051a14d77be3f94a18b56fa34_34)] | | | | | | [removed: [27](#iae1a2b949ef3423f8767eb9bb11d50c9_34)] [added: [26](#ibb6b906051a14d77be3f94a18b56fa34_34)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iae1a2b949ef3423f8767eb9bb11d50c9_37)] [added: Securities](#ibb6b906051a14d77be3f94a18b56fa34_37)] | | | [removed: [27](#iae1a2b949ef3423f8767eb9bb11d50c9_37)] [added: [26](#ibb6b906051a14d77be3f94a18b56fa34_37)] | | |

| ITEM 6. | | | [Selected Financial [removed: Data](#iae1a2b949ef3423f8767eb9bb11d50c9_40)] [added: Data](#ibb6b906051a14d77be3f94a18b56fa34_40)] | | | [removed: [29](#iae1a2b949ef3423f8767eb9bb11d50c9_40)] [added: [28](#ibb6b906051a14d77be3f94a18b56fa34_40)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iae1a2b949ef3423f8767eb9bb11d50c9_43)] [added: Operations](#ibb6b906051a14d77be3f94a18b56fa34_43)] | | | [removed: [30](#iae1a2b949ef3423f8767eb9bb11d50c9_43)] [added: [28](#ibb6b906051a14d77be3f94a18b56fa34_43)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iae1a2b949ef3423f8767eb9bb11d50c9_79)] [added: Risk](#ibb6b906051a14d77be3f94a18b56fa34_79)] | | | [removed: [51](#iae1a2b949ef3423f8767eb9bb11d50c9_79)] [added: [50](#ibb6b906051a14d77be3f94a18b56fa34_79)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#iae1a2b949ef3423f8767eb9bb11d50c9_82)] [added: Data](#ibb6b906051a14d77be3f94a18b56fa34_82)] | | | [removed: [53](#iae1a2b949ef3423f8767eb9bb11d50c9_82)] [added: [52](#ibb6b906051a14d77be3f94a18b56fa34_82)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iae1a2b949ef3423f8767eb9bb11d50c9_187)] [added: Disclosure](#ibb6b906051a14d77be3f94a18b56fa34_184)] | | | [removed: [101](#iae1a2b949ef3423f8767eb9bb11d50c9_187)] [added: [97](#ibb6b906051a14d77be3f94a18b56fa34_184)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#iae1a2b949ef3423f8767eb9bb11d50c9_190)] [added: Procedures](#ibb6b906051a14d77be3f94a18b56fa34_187)] | | | [removed: [101](#iae1a2b949ef3423f8767eb9bb11d50c9_190)] [added: [97](#ibb6b906051a14d77be3f94a18b56fa34_187)] | | |

| ITEM 9B. | | | [Other [removed: Information](#iae1a2b949ef3423f8767eb9bb11d50c9_193)] [added: Information](#ibb6b906051a14d77be3f94a18b56fa34_190)] | | | [removed: [102](#iae1a2b949ef3423f8767eb9bb11d50c9_193)] [added: [98](#ibb6b906051a14d77be3f94a18b56fa34_190)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#iae1a2b949ef3423f8767eb9bb11d50c9_199)] [added: Governance](#ibb6b906051a14d77be3f94a18b56fa34_196)] | | | [removed: [103](#iae1a2b949ef3423f8767eb9bb11d50c9_199)] [added: [99](#ibb6b906051a14d77be3f94a18b56fa34_196)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#iae1a2b949ef3423f8767eb9bb11d50c9_202)] [added: Compensation](#ibb6b906051a14d77be3f94a18b56fa34_199)] | | | [removed: [103](#iae1a2b949ef3423f8767eb9bb11d50c9_202)] [added: [99](#ibb6b906051a14d77be3f94a18b56fa34_199)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iae1a2b949ef3423f8767eb9bb11d50c9_205)] [added: Matters](#ibb6b906051a14d77be3f94a18b56fa34_202)] | | | [removed: [103](#iae1a2b949ef3423f8767eb9bb11d50c9_205)] [added: [99](#ibb6b906051a14d77be3f94a18b56fa34_202)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iae1a2b949ef3423f8767eb9bb11d50c9_208)] [added: Independence](#ibb6b906051a14d77be3f94a18b56fa34_205)] | | | [removed: [103](#iae1a2b949ef3423f8767eb9bb11d50c9_208)] [added: [99](#ibb6b906051a14d77be3f94a18b56fa34_205)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#iae1a2b949ef3423f8767eb9bb11d50c9_211)] [added: Services](#ibb6b906051a14d77be3f94a18b56fa34_208)] | | | [removed: [103](#iae1a2b949ef3423f8767eb9bb11d50c9_211)] [added: [99](#ibb6b906051a14d77be3f94a18b56fa34_208)] | | |

| ITEM 15. | | | [Exhibits, Financial Statement [removed: Schedules](#iae1a2b949ef3423f8767eb9bb11d50c9_217)] [added: Schedules](#ibb6b906051a14d77be3f94a18b56fa34_214)] | | | [removed: [104](#iae1a2b949ef3423f8767eb9bb11d50c9_217)] [added: [100](#ibb6b906051a14d77be3f94a18b56fa34_214)] | | |

Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could [removed: be”] [added: be,” “on track,”] and other words of similar meaning, are forward-looking statements.

- overall [removed: market and] [added: market,] economic [added: and geopolitical] conditions and their impact on the securities markets;

- Broadridge’s ability to attract and retain key personnel; [added: and]

- the impact of new acquisitions and [removed: divestitures; and][added: divestitures.]

| [PART I.](#ibb6b906051a14d77be3f94a18b56fa34_10) | | | | | | [3](#ibb6b906051a14d77be3f94a18b56fa34_10) | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ibb6b906051a14d77be3f94a18b56fa34_1818) | | | [98](#ibb6b906051a14d77be3f94a18b56fa34_1818) | | |

| [PART III.](#ibb6b906051a14d77be3f94a18b56fa34_193) | | | | | | [99](#ibb6b906051a14d77be3f94a18b56fa34_193) | | |

| [PART IV.](#ibb6b906051a14d77be3f94a18b56fa34_211) | | | | | | [100](#ibb6b906051a14d77be3f94a18b56fa34_211) | | |

| ITEM 16. | | | [Form 10-K Summary](#ibb6b906051a14d77be3f94a18b56fa34_1825) | | | [100](#ibb6b906051a14d77be3f94a18b56fa34_1825) | | |

| | | | [Signatures](#ibb6b906051a14d77be3f94a18b56fa34_217) | | | [101](#ibb6b906051a14d77be3f94a18b56fa34_217) | | |

- competitive conditions;

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

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

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

- competitive conditions.

We operate our business primarily from [removed: 60] [added: 47] facilities.

We lease [removed: three] [added: 10 production-related] facilities in Edgewood, New [removed: York, and facilities in] [added: York;] El Dorado Hills, California; South Windsor, Connecticut; Kansas City, Missouri; [added: Dallas, Texas;] Coppell, Texas; and Markham, Canada, with a combined space of [removed: 2.2] [added: 2.4] million square feet which are used in connection with our Investor Communication Solutions business.

We also lease [removed: a] [added: one] facility in Newark, New Jersey, which houses our principal Global Technology and Operations business operations.

We [removed: also] lease space at [removed: 50] [added: 35] additional locations, subject to customary lease arrangements and which expire on a staggered basis, and we also own [removed: a] [added: one] facility in Mount Laurel, NJ.

There were [removed: 9,644] [added: 9,274] stockholders of record of the Company’s common stock as of [removed: July 30, 2021.][added: August 5, 2022.]

On August 11, [removed: 2021,] [added: 2022,] our Board of Directors increased our quarterly cash dividend by [removed: $0.065] [added: $0.085] per share to [removed: $0.64] [added: $0.725] per share, an increase in our expected annual dividend amount from [removed: $2.30 to] $2.56 [added: to $2.90] per share.

The following graph compares the cumulative total return on Broadridge common stock from June 30, [removed: 2016] [added: 2017] to June 30, [removed: 2021,] [added: 2022,] 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: 2016] [added: 2017] in our common stock and in each of the indices and assumes that all cash dividends are reinvested.

[removed: ][added: ]

| | | | | | | 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] | | | | | | June 30, [removed: 2021] [added: 2022] | | |

| Broadridge Financial Solutions. Inc. Common Stock | | | | | | $ | 100.00 | | | | | $ | [removed: 118.12] [added: 154.67] | | | | | $ | [removed: 182.69] [added: 174.50] | | | | | $ | [removed: 206.11] [added: 175.77] | | | | | $ | [removed: 207.61] [added: 228.55] | | | | | $ | [removed: 269.96] [added: 205.07] | |

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: 2021:][added: 2022:]

| May 1, [removed: 2021] [added: 2022] – May 31, [removed: 2021] [added: 2022] | | | [removed: —] [added: 282] | | | | | | | | | [removed: —] [added: 134.93] | | | | | | — | | | | | | 9,586,545 | | |

| June 1, [removed: 2021] [added: 2022] – June 30, [removed: 2021] [added: 2022] | | | [removed: 1,626] [added: —] | | | | | | | | | [removed: 162.76] [added: —] | | | | | | — | | | | | | 9,586,545 | | |

(1)Includes [removed: 131,660] [added: 132,497] shares purchased from employees to pay taxes related to the vesting of restricted stock units.

(2)During the fiscal quarter ended June 30, [removed: 2021,] [added: 2022,] the Company did not repurchase shares of common stock under its share repurchase program.

At June 30, [removed: 2021,] [added: 2022,] there were 9,586,545 shares remaining available for repurchase under its share repurchase program.

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 114.36 | | | | | $ | 126.27 | | | | | $ | 135.73 | | | | | $ | 191.07 | | | | | $ | 170.75 | |

| S&P 500 Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 131.30 | | | | | $ | 150.12 | | | | | $ | 204.00 | | | | | $ | 290.48 | | | | | $ | 251.08 | |

| April 1, 2022 – April 30, 2022 | | | 132,215 | | | | | | | | | $ | 156.31 | | | | | — | | | | | | 9,586,545 | | |

| Total | | | 132,497 | | | | | | | | | $ | 156.26 | | | | | — | | | | | | | | |

| 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 | | |

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

The following selected financial data is derived from our Consolidated Financial Statements and should be read in conjunction with our Consolidated Financial Statements, the accompanying Notes to the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K.

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

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

| | | | Years Ended June 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | (in millions, except for per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Statements of Earnings Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues (a) | | | $ | 4,993.7 | | | | | $ | 4,529.0 | | | | | $ | 4,362.2 | | | | | $ | 4,329.9 | | | | | $ | 4,142.6 | | | | |

| Operating income (a) | | | 678.7 | | | | | | 624.9 | | | | | | 652.7 | | | | | | 598.1 | | | | | | 534.0 | | | | | |

| Earnings before income taxes (a) | | | 696.2 | | | | | | 579.5 | | | | | | 607.3 | | | | | | 561.0 | | | | | | 488.1 | | | | | |

| Net earnings (a) | | | 547.5 | | | | | | 462.5 | | | | | | 482.1 | | | | | | 427.9 | | | | | | 326.8 | | | | | |

| Basic earnings per share (a) | | | $ | 4.73 | | | | | $ | 4.03 | | | | | $ | 4.16 | | | | | $ | 3.66 | | | | | $ | 2.77 | | | | |

| Diluted earnings per share (a) | | | $ | 4.65 | | | | | $ | 3.95 | | | | | $ | 4.06 | | | | | $ | 3.56 | | | | | $ | 2.70 | | | | |

| Basic Weighted-average shares outstanding | | | 115.7 | | | | | | 114.7 | | | | | | 115.9 | | | | | | 116.8 | | | | | | 118.0 | | | | | |

| Diluted Weighted-average shares outstanding | | | 117.8 | | | | | | 117.0 | | | | | | 118.8 | | | | | | 120.4 | | | | | | 120.8 | | | | | |

| Cash dividends declared per common share | | | $ | 2.30 | | | | | $ | 2.16 | | | | | $ | 1.94 | | | | | $ | 1.46 | | | | | $ | 1.32 | | | | |

| | | | June 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 274.5 | | | | | $ | 476.6 | | | | | $ | 273.2 | | | | | $ | 263.9 | | | | | $ | 271.1 | | | | |

| Total current assets (a) | | | 1,261.3 | | | | | | 1,328.0 | | | | | | 1,042.3 | | | | | | 991.1 | | | | | | 989.6 | | | | | |

| Property, plant and equipment, net | | | 177.2 | | | | | | 161.6 | | | | | | 189.0 | | | | | | 204.1 | | | | | | 198.1 | | | | | |

| Total assets (a)(b) | | | 8,119.8 | | | | | | 4,889.8 | | | | | | 3,880.7 | | | | | | 3,304.7 | | | | | | 3,149.8 | | | | | |

| Total current liabilities (a)(b) | | | 1,288.0 | | | | | | 1,341.0 | | | | | | 802.6 | | | | | | 777.3 | | | | | | 744.9 | | | | | |

| Long-term debt, excluding current portion | | | 3,887.6 | | | | | | 1,387.6 | | | | | | 1,470.4 | | | | | | 1,053.4 | | | | | | 1,102.1 | | | | | |

| Total liabilities (a)(b) | | | 6,310.6 | | | | | | 3,543.2 | | | | | | 2,753.2 | | | | | | 2,210.4 | | | | | | 2,146.0 | | | | | |

| Total stockholders’ equity (a)(b) | | | 1,809.1 | | | | | | 1,346.5 | | | | | | 1,127.5 | | | | | | 1,094.3 | | | | | | 1,003.8 | | | | | |

(a)The Company adopted ASU No. 2014-09 on July 1, 2018, using the modified retrospective transition method with the cumulative effect of initially applying ASU No. 2014-09 recognized at the date of initial application.

Accordingly, financial statement periods prior to July 1, 2018 have not been restated for the effects of ASU No. 2014-09.

See Note 2, “Summary of Significant Accounting Policies”, and Note 3, “Revenue Recognition” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for details of the Company’s adoption of ASU No. 2014-09.

(b)The Company adopted ASU No. 2016-02 “Leases”, as amended, on July 1, 2019, by recognizing a right-of-use (“ROU”) asset and corresponding lease liability, along with a cumulative-effect adjustment to the opening balance of retained earnings, in the period of adoption.

The adoption of ASU No. 2016-02, as amended, did not have a material impact on the Consolidated Statements of Earnings, the Consolidated Statements of Comprehensive Income, the Consolidated Statements of Cash Flows, or the Consolidated Statements of Stockholders’ Equity.

Under this method of adoption, the Company has not restated the prior period Consolidated Financial Statements presented to the current period presentation.

See Note 2, “Summary of Significant Accounting Policies”, and Note 8, “Leases” in our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for details of the Company’s adoption of ASU No. 2016-02, as amended.

| [Report [removed: of Independent] [added: of](#ibb6b906051a14d77be3f94a18b56fa34_88) [](#ibb6b906051a14d77be3f94a18b56fa34_88)[Deloitte & Touche LLP](#ibb6b906051a14d77be3f94a18b56fa34_88) [Independent] Registered Public Accounting [removed: Firm](#iae1a2b949ef3423f8767eb9bb11d50c9_88)] [added: Firm](#ibb6b906051a14d77be3f94a18b56fa34_88) (PCAOB ID No. 34[)](#ibb6b906051a14d77be3f94a18b56fa34_88)] | | | [removed: [54](#iae1a2b949ef3423f8767eb9bb11d50c9_88)] [added: [53](#ibb6b906051a14d77be3f94a18b56fa34_88)] | | |

| [Consolidated Statements of Earnings for the Fiscal Years Ended June 30, [removed: 202](#iae1a2b949ef3423f8767eb9bb11d50c9_91)[1](#iae1a2b949ef3423f8767eb9bb11d50c9_91)[, 20](#iae1a2b949ef3423f8767eb9bb11d50c9_91)[20](#iae1a2b949ef3423f8767eb9bb11d50c9_91)[,] [added: 202](#ibb6b906051a14d77be3f94a18b56fa34_91)[2](#ibb6b906051a14d77be3f94a18b56fa34_91)[, 202](#ibb6b906051a14d77be3f94a18b56fa34_91)[1](#ibb6b906051a14d77be3f94a18b56fa34_91)[,] and [removed: 20](#iae1a2b949ef3423f8767eb9bb11d50c9_91)[19](#iae1a2b949ef3423f8767eb9bb11d50c9_91)] [added: 20](#ibb6b906051a14d77be3f94a18b56fa34_91)[20](#ibb6b906051a14d77be3f94a18b56fa34_91)] | | | [removed: [57](#iae1a2b949ef3423f8767eb9bb11d50c9_91)] [added: [55](#ibb6b906051a14d77be3f94a18b56fa34_91)] | | |

| [Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, [removed: 202](#iae1a2b949ef3423f8767eb9bb11d50c9_94)[1](#iae1a2b949ef3423f8767eb9bb11d50c9_94)[, 20](#iae1a2b949ef3423f8767eb9bb11d50c9_94)[20](#iae1a2b949ef3423f8767eb9bb11d50c9_94)[,] [added: 202](#ibb6b906051a14d77be3f94a18b56fa34_94)[2](#ibb6b906051a14d77be3f94a18b56fa34_94)[, 202](#ibb6b906051a14d77be3f94a18b56fa34_94)[1](#ibb6b906051a14d77be3f94a18b56fa34_94)[,] and [removed: 20](#iae1a2b949ef3423f8767eb9bb11d50c9_94)[19](#iae1a2b949ef3423f8767eb9bb11d50c9_94)] [added: 20](#ibb6b906051a14d77be3f94a18b56fa34_94)[2](#ibb6b906051a14d77be3f94a18b56fa34_94)[0](#ibb6b906051a14d77be3f94a18b56fa34_94)] | | | [removed: [58](#iae1a2b949ef3423f8767eb9bb11d50c9_94)] [added: [56](#ibb6b906051a14d77be3f94a18b56fa34_94)] | | |

| [Consolidated Balance Sheets as of June 30, [removed: 202](#iae1a2b949ef3423f8767eb9bb11d50c9_97)[1](#iae1a2b949ef3423f8767eb9bb11d50c9_97) [and](#iae1a2b949ef3423f8767eb9bb11d50c9_97) [2020](#iae1a2b949ef3423f8767eb9bb11d50c9_97)[](#iae1a2b949ef3423f8767eb9bb11d50c9_97)] [added: 202](#ibb6b906051a14d77be3f94a18b56fa34_97)[2](#ibb6b906051a14d77be3f94a18b56fa34_97) [and 202](#ibb6b906051a14d77be3f94a18b56fa34_97)[1](#ibb6b906051a14d77be3f94a18b56fa34_97)] | | | [removed: [59](#iae1a2b949ef3423f8767eb9bb11d50c9_97)] [added: [57](#ibb6b906051a14d77be3f94a18b56fa34_97)] | | |

| [Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, [removed: 202](#iae1a2b949ef3423f8767eb9bb11d50c9_100)[1](#iae1a2b949ef3423f8767eb9bb11d50c9_100)[, 20](#iae1a2b949ef3423f8767eb9bb11d50c9_100)[20](#iae1a2b949ef3423f8767eb9bb11d50c9_100)[,] [added: 202](#ibb6b906051a14d77be3f94a18b56fa34_100)[2](#ibb6b906051a14d77be3f94a18b56fa34_100)[, 202](#ibb6b906051a14d77be3f94a18b56fa34_100)[1](#ibb6b906051a14d77be3f94a18b56fa34_100)[,] and [removed: 201](#iae1a2b949ef3423f8767eb9bb11d50c9_100)[9](#iae1a2b949ef3423f8767eb9bb11d50c9_100)] [added: 20](#ibb6b906051a14d77be3f94a18b56fa34_100)[20](#ibb6b906051a14d77be3f94a18b56fa34_100)] | | | [removed: [60](#iae1a2b949ef3423f8767eb9bb11d50c9_100)] [added: [58](#ibb6b906051a14d77be3f94a18b56fa34_100)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, [removed: 202](#iae1a2b949ef3423f8767eb9bb11d50c9_103)[1](#iae1a2b949ef3423f8767eb9bb11d50c9_103)[, 20](#iae1a2b949ef3423f8767eb9bb11d50c9_103)[20](#iae1a2b949ef3423f8767eb9bb11d50c9_103)[,] [added: 202](#ibb6b906051a14d77be3f94a18b56fa34_103)[2](#ibb6b906051a14d77be3f94a18b56fa34_103)[, 202](#ibb6b906051a14d77be3f94a18b56fa34_103)[1](#ibb6b906051a14d77be3f94a18b56fa34_103)[,] and [removed: 201](#iae1a2b949ef3423f8767eb9bb11d50c9_103)[9](#iae1a2b949ef3423f8767eb9bb11d50c9_103)] [added: 20](#ibb6b906051a14d77be3f94a18b56fa34_103)[20](#ibb6b906051a14d77be3f94a18b56fa34_103)] | | | [removed: [61](#iae1a2b949ef3423f8767eb9bb11d50c9_103)] [added: [59](#ibb6b906051a14d77be3f94a18b56fa34_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iae1a2b949ef3423f8767eb9bb11d50c9_106)] [added: Statements](#ibb6b906051a14d77be3f94a18b56fa34_106)] | | | [removed: [62](#iae1a2b949ef3423f8767eb9bb11d50c9_106)] [added: [60](#ibb6b906051a14d77be3f94a18b56fa34_106)] | | |

| [Schedule II—Valuation and Qualifying [removed: Accounts](#iae1a2b949ef3423f8767eb9bb11d50c9_184)] [added: Accounts](#ibb6b906051a14d77be3f94a18b56fa34_181)] | | | [removed: [100](#iae1a2b949ef3423f8767eb9bb11d50c9_184)] [added: [96](#ibb6b906051a14d77be3f94a18b56fa34_181)] | | |

To the [added: Stockholders and the] Board of Directors [removed: and the Stockholders] of [added: Broadridge Financial Solutions, Inc.]

We have audited the accompanying consolidated balance sheets of Broadridge Financial Solutions, Inc. and subsidiaries (the “Company”) as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in *Internal [removed: Control* *—* *Integrated] [added: Control — Integrated] Framework (2013)* issued by COSO.

[removed: Changes] [added: | Cumulative effect of changes] in [removed: Accounting Principle][added: accounting principle | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.2 | | | | | | — | | | | | | — | | | | | | 0.2 | | |]

[added: 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.

| 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 projections of revenues, and the selection of the terminal value growth rate and the discount rate assumptions. The goodwill balance was [removed: $3.720 billion] [added: $3,484.9 million] as of June 30, [removed: 2021,] [added: 2022,] which is allocated among various reporting units. During fiscal year [removed: 2021,] [added: 2022,] 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. A 10% change in their estimates of projected future operating cash flows, discount rates, or terminal value growth rates used in their calculations of the fair values of the reporting units would not result in an impairment of their goodwill. Auditing the fair value of certain of the reporting units involved a high degree of 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 projections of revenues, selection of terminal growth and the weighted-average cost of capital (used to determine the discount rate) were appropriate. | | |

| Our audit procedures related to the projected future operating cash flows based on forecasted EBIT margins, including 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 and the selection of the discount, and terminal value growth rates. •We performed a sensitivity analysis on the [added: projected] future [added: operating] 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 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 environment, uncertainty in the market, and economic conditions on management’s forecasts. •With the assistance of our fair value specialists, we evaluated the discount rates, and terminal value growth 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. | | |

| | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenues | | | (Note 3) | | | | | | $ | [removed: 4,993.7] [added: 5,709.1] | | | | | $ | [removed: 4,529.0] [added: 4,993.7] | | | | | $ | [removed: 4,362.2] [added: 4,529.0] | |

| Cost of revenues | | | | | | | | | [removed: 3,570.8] [added: 4,116.9] | | | | | | [removed: 3,265.1] [added: 3,570.8] | | | | | | [removed: 3,131.9] [added: 3,265.1] | | |

| Selling, general and administrative expenses | | | | | | | | | [removed: 744.3] [added: 832.3] | | | | | | [removed: 639.0] [added: 744.3] | | | | | | [removed: 577.5] [added: 639.0] | | |

| Total operating expenses | | | | | | | | | [removed: 4,315.0] [added: 4,949.2] | | | | | | [removed: 3,904.1] [added: 4,315.0] | | | | | | [removed: 3,709.5] [added: 3,904.1] | | |

| Operating income | | | | | | | | | [removed: 678.7] [added: 759.9] | | | | | | [removed: 624.9] [added: 678.7] | | | | | | [removed: 652.7] [added: 624.9] | | |

| Interest expense, net | | | (Note 5) | | | | | | [removed: (55.2)] [added: (84.7)] | | | | | | [removed: (58.8)] [added: (55.2)] | | | | | | [removed: (41.8)] [added: (58.8)] | | |

| Other non-operating income (expenses), net | | | | | | | | | [removed: 72.7] [added: (3.0)] | | | | | | [removed: 13.4] [added: 72.7] | | | | | | [removed: (3.7)] [added: 13.4] | | |

| Earnings before income taxes | | | | | | | | | [removed: 696.2] [added: 672.2] | | | | | | [removed: 579.5] [added: 696.2] | | | | | | [removed: 607.3] [added: 579.5] | | |

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

| Net earnings | | | | | | | | | $ | [removed: 547.5] [added: 539.1] | | | | | $ | [removed: 462.5] [added: 547.5] | | | | | $ | [removed: 482.1] [added: 462.5] | |

| Basic earnings per share | | | | | | | | | $ | [removed: 4.73] [added: 4.62] | | | | | $ | [removed: 4.03] [added: 4.73] | | | | | $ | [removed: 4.16] [added: 4.03] | |

| Diluted earnings per share | | | | | | | | | $ | [removed: 4.65] [added: 4.55] | | | | | $ | [removed: 3.95] [added: 4.65] | | | | | $ | [removed: 4.06] [added: 3.95] | |

| Basic | | | (Note 4) | | | | | | [removed: 115.7] [added: 116.7] | | | | | | [removed: 114.7] [added: 115.7] | | | | | | [removed: 115.9] [added: 114.7] | | |

| Diluted | | | (Note 4) | | | | | | [removed: 117.8] [added: 118.5] | | | | | | [removed: 117.0] [added: 117.8] | | | | | | [removed: 118.8] [added: 117.0] | | |

| [added: Year ended June 30, 2022] | | | | | | [removed: Years ended June 30,] | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net earnings | | | | | | $ | [removed: 547.5] [added: 539.1] | | | | | $ | [removed: 462.5] [added: 547.5] | | | | | $ | [removed: 482.1] [added: 462.5] | |

| Foreign currency translation adjustments | | | | | | [removed: 117.6] [added: (247.0)] | | | | | | [removed: (26.4)] [added: 117.6] | | | | | | [removed: (15.0)] [added: (26.4)] | | |

| Pension and post-retirement liability adjustment, net of [removed: taxes] [added: tax (provision) benefit] of [removed: $(0.1), $0.9] [added: $(3.4), $(0.1)] and $0.9 for the years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively | | | | | | [removed: 0.3] [added: 10.6] | | | | | | [removed: (2.8)] [added: 0.3] | | | | | | [removed: (2.7)] [added: (2.8)] | | |

| Fair market value loss on cash flow hedge, net of tax [added: (provision)] benefit of [added: $(0.2),] $2.6, [removed: —,] and [removed: —] [added: $—] for the years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019, respectively.] [added: 2020, respectively] | | | | | | [removed: (8.2)] [added: 0.8] | | | | | | [removed: —] [added: (8.2)] | | | | | | — | | |

| Total other comprehensive income (loss), net | | | | | | [removed: 109.7] [added: (235.6)] | | | | | | [removed: (29.2)] [added: 109.7] | | | | | | [removed: (17.7)] [added: (29.2)] | | |

| Comprehensive income | | | | | | $ | [removed: 657.2] [added: 303.6] | | | | | $ | [removed: 433.3] [added: 657.2] | | | | | $ | [removed: 464.3] [added: 433.3] | |

August 12, 2022

| Net earnings | | | | | | $ | 539.1 | | | | | $ | 547.5 | | | | | $ | 462.5 | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 539.1 | | | | | | — | | | | | | (235.6) | | | | | | 303.6 | | |

| Balances, June 30, 2022 | | | | | | 154.5 | | | | | | $ | 1.6 | | | | | $ | 1,344.7 | | | | | $ | 2,824.0 | | | | | $ | (2,024.8) | | | | | $ | (226.3) | | | | | $ | 1,919.1 | |

Broadridge also offers disclosure solutions, including annual SEC filing services and capital markets transaction services.

We also provide registrar, stock transfer and record-keeping services through our transfer agency services.

With Broadridge’s multi-market, multi-asset class, multi-entity and multi-currency capabilities, Broadridge provides front-to-back processing on a global basis.

These services combine Broadridge’s technology with its operations expertise to support the entire trade lifecycle, including securities clearing and settlement, reconciliations, record-keeping, wealth management asset servicing, and custody-related functions.

Provided on a software as a service (“SaaS”) basis within large user communities, Broadridge’s technology is a global solution, processing clearance and settlement in over 100 countries.

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

Beginning with the first quarter of fiscal year 2022, the Company revised the foreign exchange rates used to present segment revenues and segment earnings (loss) before income taxes to further allocate the foreign exchange impact to the individual segment revenue and profit metrics.

The presentation of segment revenues and earnings (loss) before income taxes for the prior periods provided in this Form 10-K has been changed to conform to the current period presentation.

Total consolidated revenues and earnings before income taxes were not impacted.

Please refer to Note 3, “Revenue Recognition” and Note 20, “Financial Data by Segment.”

In addition, refer to Note 18, “Contractual Commitments, Contingencies, and Off-Balance Sheet Arrangements” for details on the Company’s cross-currency swap derivative contracts which are carried at fair value.

The key judgment for determining the amount of costs to be deferred relates to the extent to which such costs are recoverable.

This estimate includes (i) projected future client revenues, including variable revenues, offset by an estimate of conversion costs including an estimate of onboarding costs as well as ongoing operational costs, and (ii) an estimate of the expected client life.

This is also the basis for which the Company assesses such costs for impairment.

The two main categories of assets comprising Deferred client conversion and start-up costs of $1,232.3 million as of June 30, 2022 consist of costs incurred to set-up or convert a client’s systems to function with the Company’s technology of $1,224.7 million, as well as other start-up costs of $7.7 million.

Deferred client conversion and start-up costs of $773.7 million as of June 30, 2021 consist of costs incurred to set-up or convert a client’s systems to function with the Company’s technology of $761.7 million, as well as other start-up costs of $12.0 million.

that excess not to exceed the total amount of goodwill allocated to that reporting unit.

S.

| Regulatory | | | $ | 1,077.4 | | | | | $ | 940.2 | | | | | $ | 783.0 | |

| Issuer | | | 215.9 | | | | | | 188.6 | | | | | | 156.4 | | |

| Customer communications | | | 615.8 | | | | | | 569.5 | | | | | | 568.0 | | |

| Equity and other | | | 115.1 | | | | | | 123.3 | | | | | | 78.3 | | |

| Mutual funds | | | 154.5 | | | | | | 112.2 | | | | | | 98.0 | | |

| Distribution revenues | | | 1,717.6 | | | | | | 1,549.5 | | | | | | 1,446.1 | | |

| Total ICS Revenues | | | $ | 4,262.1 | | | | | $ | 3,827.0 | | | | | $ | 3,461.1 | |

| Capital markets | | | $ | 920.8 | | | | | $ | 661.3 | | | | | $ | 615.2 | |

| Foreign currency exchange | | | (27.4) | | | | | | (19.5) | | | | | | (39.4) | | |

| Recurring fee revenues | | | $ | 3,749.3 | | | | | $ | 3,228.3 | | | | | $ | 2,946.1 | |

| Distribution revenues | | | 1,717.6 | | | | | | 1,549.5 | | | | | | 1,446.1 | | |

| Foreign currency exchange | | | (27.4) | | | | | | (19.5) | | | | | | (39.4) | | |

| Total Revenues | | | $ | 5,709.1 | | | | | $ | 4,993.7 | | | | | $ | 4,529.0 | |

During the fiscal year ended June 30, 2022, contract assets increased primarily due to an increase in software term license revenues recognized but not yet invoiced and contract liabilities increased primarily due to growth in revenues and the timing of client payments.

During the fiscal year ended June 30, 2022, there were no material acquisitions.

| Goodwill | | | | | | 1,928.7 | | | | | | 27.3 | | | | | | 1,956.0 | | |

| Aggregate purchase price | | | | | | $ | 2,580.4 | | | | | $ | 34.5 | | | | | $ | 2,615.0 | |

| | | | | | |

Broadridge Financial Solutions, Inc.

5 Dakota Drive

Lake Success, NY 11042

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.

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

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

August 12, 2021

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

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

| Balances, June 30, 2018 | | | | | | 154.5 | | | | | | $ | 1.6 | | | | | $ | 1,048.5 | | | | | $ | 1,727.0 | | | | | $ | (1,630.8) | | | | | $ | (51.9) | | | | | $ | 1,094.3 | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 482.1 | | | | | | — | | | | | | (17.7) | | | | | | 464.3 | | |

| Cumulative effect of changes in accounting principle (a) | | | | | | — | | | | | | — | | | | | | — | | | | | | 102.8 | | | | | | — | | | | | | (1.5) | | | | | | 101.3 | | |

| Cumulative effect of changes in accounting principle (b) | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.2 | | | | | | — | | | | | | — | | | | | | 0.2 | | |

___________

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

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

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

- Global Technology and Operations \- Broadridge is a leading global provider of business solutions for capital markets, and wealth and investment management firms.

For capital markets firms, Broadridge helps its clients lower their costs and improve the effectiveness of their businesses across the front, middle and back office.

Effective July 1, 2019, the Company adopted ASU No. 2016-02, as amended, by recognizing a right-of-use (“ROU”) asset and corresponding lease liability, along with a cumulative-effect adjustment to the opening balance of retained earnings, in the period of adoption.

Under this method of adoption, the Company has not restated the prior period Consolidated Financial Statements presented to the current period presentation.

Additional information about the impact of the Company’s adoption of ASU No. 2016-02, as amended, is included in Note 2, “Summary of Significant Accounting Policies” and Note 8, “Leases”.

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The Company evaluates the carrying value of deferred client conversion and start-up costs for impairment on the basis of whether these costs are fully recoverable from the expected future undiscounted net operating cash flows of the client to which the deferred costs relate.

Refer to Note 11, “Other Non-Current Assets” for a further description of the Company’s Deferred client conversion and start-up costs.

S.

Advertising Costs. Advertising costs are expensed at the time the advertising takes place.

Total advertising costs were $9.8 million, $6.8 million and $4.1 million for the fiscal years ended June 30, 2021, 2020 and 2019, respectively.

In February 2016, the FASB issued ASU No. 2016-02, as subsequently amended by ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” and ASU No. 2018-20, “Leases (Topic 842): Narrow Scope Improvements for Lessors" (collectively referred to herein as “ASU No. 2016-02, as amended”).

Under ASU No. 2016-02, as amended, all lease arrangements, with certain limited exceptions, exceeding a twelve-month term must now be recognized as assets and liabilities on the balance sheet of the lessee by recording a ROU asset and corresponding lease obligation generally equal to the present value of the future lease payments over the lease term.

Further, the income statement will reflect lease expense for leases classified as operating and amortization/interest expense for leases classified as financing, determined using classification criteria substantially similar to the current lease guidance for distinguishing between an operating and capital lease.

ASU No. 2016-02, as amended, also contains certain additional qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments.

ASU No. 2016-02, as amended, was effective for the Company in the first quarter of fiscal year 2020 and could have been adopted using either a modified retrospective basis which required adjustment to all comparative periods presented in the consolidated financial statements, or by recognizing a cumulative-effect adjustment to the opening balance of retained earnings at the date of initial application.

Accordingly, in the first quarter of fiscal year 2020, the Company adopted ASU No. 2016-02, as amended, by recognizing a ROU asset and corresponding lease liability, along with a cumulative-effect adjustment to the opening balance of retained earnings, in the period of adoption.

The Company elected the transition package of three practical expedients permitted under the transition guidance in ASU No. 2016-02, as amended, to not reassess prior conclusions related to whether (i) a contract contains a lease, (ii) the classification of an existing lease, and (iii) the accounting for initial direct costs.

The Company also elected accounting policies to (i) not separate the non-lease components of a contract from the lease component to which they relate, and (ii) not recognize assets or liabilities for leases with a term of twelve months or less and no purchase option that the Company is reasonably certain of exercising.

On the Consolidated Balance Sheet as of July 1, 2019, the adoption of ASU No. 2016-02, as amended, resulted in the recognition of lease liabilities of $252.0 million and ROU assets of $235.4 million, which include the impact of existing deferred rents and tenant improvement allowances for operating leases, as well as a cumulative-effect adjustment to the opening balance of retained earnings of $0.2 million.

The adoption of ASU No. 2016-02, as amended, did not have a material impact on the Consolidated Statements of Earnings, the Consolidated Statements of Comprehensive Income, the Consolidated Statements of Cash Flows, or the Consolidated Statements of Stockholders’ Equity.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer as of June 30, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021.][added: 2022.]

| | | | | | | /s/ EDMUND [added: L.] REESE | | |

| | | | | | | Edmund [added: L.] Reese | | |

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: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

August 12, 2022

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.

August 12, 2021

PART III.

None.

PART III.

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: 2021] [added: 2022] (the “Proxy Statement”).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 12, 2021

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

| | | | BROADRIDGE FINANCIAL SOLUTIONS, INC. | | | | | | | | |

| | | | By: | | | /s/ TIMOTHY C. GOKEY | | | | | |

| | | | Name: | | | Timothy C. Gokey | | | | | |

| | | | Title: | | | Chief Executive Officer | | | | | |

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Timothy C.

Gokey and 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

| Signature | | | | | | Title | | | Date | | |

| /s/ TIMOTHY C. GOKEY | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | August 12, 2021 | | |

| Timothy C. Gokey | | | | | | | | | | | |

| /s/ EDMUND REESE | | | | | | Corporate Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | | | August 12, 2021 | | |

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

| /s/ RICHARD J. DALY | | | | | | Executive Chairman of the Board of Directors | | | August 12, 2021 | | |

| Richard J. Daly | | | | | | | | | | | |

| /S/ LESLIE A. BRUN | | | | | | Lead Independent Director | | | August 12, 2021 | | |

| Leslie A. Brun | | | | | | | | | | | |

| /S/ PAMELA L. CARTER | | | | | | Director | | | August 12, 2021 | | |

| Pamela L. Carter | | | | | | | | | | | |

| /S/ ROBERT N. DUELKS | | | | | | Director | | | August 12, 2021 | | |

| Robert N. Duelks | | | | | | | | | | | |

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

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

| /S/ BRETT A. KELLER | | | | | | Director | | | August 12, 2021 | | |

| Brett A. Keller | | | | | | | | | | | |

| /S/ MAURA A. MARKUS | | | | | | Director | | | August 12, 2021 | | |

| Maura A. Markus | | | | | | | | | | | |

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

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

| /S/ THOMAS J. PERNA | | | | | | Director | | | August 12, 2021 | | |

| Thomas J. Perna | | | | | | | | | | | |

| /S/ ALAN J. WEBER | | | | | | Director | | | August 12, 2021 | | |

| Alan J. Weber | | | | | | | | | | | |

| /S/ AMIT K. ZAVERY | | | | | | Director | | | August 12, 2021 | | |

| Amit K. Zavery | | | | | | | | | | | |

Not Applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 12, 2022

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

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

| | | | BROADRIDGE FINANCIAL SOLUTIONS, INC. | | | | | | | | |

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

| | | | By: | | | /s/ TIMOTHY C. GOKEY | | | | | |

| | | | Name: | | | Timothy C. Gokey | | | | | |

| | | | Title: | | | Chief Executive Officer | | | | | |

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Timothy C.

Gokey and Edmund L.

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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

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

| Signature | | | | | | Title | | | Date | | |

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

| /s/ TIMOTHY C. GOKEY | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | August 12, 2022 | | |

| Timothy C. Gokey | | | | | | | | | | | |

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

| /s/ EDMUND L. REESE | | | | | | Corporate Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | | | August 12, 2022 | | |

| Edmund L. Reese | | | | | | | | | | | |

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

| /s/ RICHARD J. DALY | | | | | | Executive Chairman of the Board of Directors | | | August 12, 2022 | | |

| Richard J. Daly | | | | | | | | | | | |

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

| /S/ LESLIE A. BRUN | | | | | | Lead Independent Director | | | August 12, 2022 | | |

| Leslie A. Brun | | | | | | | | | | | |

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

| /S/ PAMELA L. CARTER | | | | | | Director | | | August 12, 2022 | | |

| Pamela L. Carter | | | | | | | | | | | |

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

| /S/ ROBERT N. DUELKS | | | | | | Director | | | August 12, 2022 | | |

| Robert N. Duelks | | | | | | | | | | | |

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

| /S/ MELVIN L. FLOWERS | | | | | | Director | | | August 12, 2022 | | |

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