Broadridge Financial Solutions (BR) 10-K risk factor changes: FY2023 vs FY2022

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

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

[removed: Mergers] [added: These mergers] or consolidations of financial institutions could reduce the number of our clients and potential clients.

[removed: If] [added: When] our clients merge with or are acquired by other firms that are not our clients, or firms that use fewer of our services, they may discontinue or reduce the use of our services.

[removed: Any] [added: If we are unable to mitigate the impact] of [removed: these developments] [added: a loss or reduction of business resulting from a client consolidation, we] could have a material adverse effect on our business and results of operations.

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

[removed: Our] [added: In fiscal year 2023, our] largest [removed: single] client accounted for approximately 7% of our consolidated [removed: revenues in fiscal year 2022.][added: revenues.]

While [removed: these] [added: our] clients generally work with multiple business segments, the loss of business from any of [removed: these] [added: our larger] clients due to merger or consolidation, financial difficulties or bankruptcy, or the termination or non-renewal of contracts could have a material adverse effect on our revenues and results of operations.

Further, in the event of [added: the loss of] a [added: client’s business, a] reduction of a client’s demand for our [removed: services] [added: services,] or [added: a change in] the [removed: loss] [added: method] of [removed: a client’s business,] [added: delivery of our services, then] in addition to losing the revenue from that client, we could be required to write-off [removed: any] [added: all or a portion of the related] client investments [removed: that are not offset by any contract termination fees,] [added: or accelerate the amortization of certain costs,] including costs incurred to onboard a client or convert a client’s systems to function with our technology.

Such costs for all clients represented approximately [removed: 15%] [added: 11%] of our total assets as of June 30, [removed: 2022,] [added: 2023,] with one client representing a large portion of [removed: such] [added: this] amount.

Any [removed: security breach resulting in the] unauthorized use or disclosure of certain personal information could put individuals at risk of identity theft and financial or other harm and result in costs to us in investigation, remediation, legal defense and in liability to parties who are financially harmed.

Furthermore, a [removed: material] security breach could cause us to lose revenues, lose clients or cause damage to our reputation.

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, [added: and] the [removed: CCPA,] [added: CPRA,] and the GDPR in the European Union, and we are subject to compliance with various client industry standards such as PCI DSS as well as Medicare and Medicaid programs related to our clients.

Our ability to comply with [added: applicable laws and] regulations depends largely upon the maintenance of an effective compliance system which can be time consuming and costly, as well as our ability to attract and retain qualified compliance personnel.

We rely on these third parties, including [removed: our] [added: for the provision of certain] data center and cloud [removed: services providers,] [added: services,] to provide services in a timely and accurate manner and to adequately address their own [removed: cybersecurity risks.][added: risks, including those related to cybersecurity.]

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

As a result, we are subject to carrier disruptions due to factors that are beyond our control, including employee strikes, inclement weather, [added: and] increased fuel costs.

In addition, the USPS has incurred significant financial losses in recent years and may, as a result, implement significant changes to the breadth or frequency of its mail [removed: delivery] [added: delivery,] causing disruptions in the service.

- [removed: computer viruses] [added: malware] or undetected errors in internal software programs or computer systems;

- power or telecommunications failure, fire, flood, pandemic or any other [removed: disaster.][added: natural disaster or catastrophe.]

Moreover, because we have outsourced our data center operations and use third-party cloud services providers for storage of certain data, the operation, performance and security functions of the data center and the cloud system involve factors beyond our [removed: control.][added: control, and we cannot guarantee that our third-party providers will be able to provide their services at a satisfactory level.]

Any significant degradation or failure of our [added: or our third-party providers’] computer systems, communications systems or any other systems in the performance of our services could cause our clients or their customers to suffer delays in their receipt of our services.

In addition, the inability to properly perform our services or errors in the performance of our services could [added: result in a decline in confidence in our products and services and] cause us to incur expenses including service penalties, lose revenues, lose clients or damage our reputation.

[removed: General] [added: Global] economic and political [removed: conditions] [added: conditions, including global health crises] and [added: geopolitical instability,] broad trends in business and finance that are beyond our control [added: have had and] may [added: have a material impact on our business operations and those of our clients and] contribute to reduced levels of activity in the securities markets, which could [removed: result in lower revenues from] [added: adversely impact] our business [added: and results of] operations.

[removed: Our] [added: For example, our] services are impacted by the number of unique securities positions held by investors through our clients, the level of investor communications activity we process on behalf of our clients, trading volumes, market prices, and liquidity of the securities [added: markets, which are in turn affected by general national and international economic and political conditions, and broad trends in business and finance that could result in changes in participation and activity in the securities] markets.

These factors [added: may] include:

- [removed: national, state, and local] taxation levels affecting securities transactions.

Accordingly, any significant reduction in participation and activity in the securities markets would likely [removed: result in lower revenues from] [added: adversely impact] our business [added: and results of] operations.

While many of our systems are designed to accommodate additional growth without redesign or replacement, we may nevertheless need to make significant investments in additional hardware and software to accommodate [removed: growth.][added: growth, which may impact our profitability and business operations.]

In addition, we [removed: cannot assure you that we will] [added: may not] be able to predict the timing or rate of this growth accurately or expand and upgrade our systems and infrastructure on a timely basis.

We also need to adapt to technological advancements such as [added: artificial intelligence, machine learning, quantum computing,] digital and distributed ledger [removed: or blockchain technologies] and cloud computing and keep pace with changing regulatory standards to address our clients’ increasingly sophisticated requirements.

Transitioning to these new technologies may [added: require close coordination with our clients,] be disruptive to our resources and the services we provide and may increase our reliance on third-party service providers such as our cloud services provider.

In addition, we run the risk of disintermediation due to emerging technologies, [removed: including distributed ledger or blockchain technologies.][added: fintech start-ups and new market entrants.]

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

[removed: Our success depends in part upon] [added: Third parties may infringe or misappropriate our intellectual property, which includes] a combination of patents, trademarks, service marks, copyrights, domain names and trade [removed: secrets to protect our intellectual property and marks.][added: secrets.]

[removed: We also] [added: In an effort to protect our intellectual property, we] 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.

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 [removed: know-how] [added: 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.

Any adverse outcome in an intellectual property litigation [removed: may materially and adversely affect] [added: could prevent us from selling] our [removed: brand, business, operations and financial condition, and] [added: products or services or] require us to license the technology of others on unfavorable [removed: terms.][added: terms, which may materially and adversely affect our brand, business, operations and financial condition.]

Furthermore, a party asserting such an infringement claim could secure a judgment against us that requires us to pay substantial damages, [removed: grants] [added: grant] such party injunctive relief, or [removed: grants] [added: grant] other court ordered remedies that could prevent us from conducting our business.

In fact, over the last three fiscal years we have completed [removed: 10] [added: 4] acquisitions and made strategic investments in seven firms.

There has been and may continue to be consolidation activity in the financial services industry.

For example, in the past few years alone there have been several major consolidations involving our clients.

See Note 3, “Revenue Recognition” and Note 11, “Deferred Client Conversion and Start-up Costs” to our consolidated financial statements for more information.

Any failure by our employees to comply with our policies and any laws and regulations applicable to our business, even if inadvertent, could have a negative impact on our business.

- failure to maintain adequate operational systems and infrastructure;

Our business is highly dependent on the global financial services industry and exchanges and market centers around the world.

- social and health conditions, including widespread outbreak of an illness or pandemic such as the Covid-19 pandemic;

- acts of war or terrorism and international conflict, such as the conflict between Russia and Ukraine;

- natural or man-made disasters or other catastrophes;

- extreme or unusual weather patterns caused by climate change;

These factors are beyond our control and may negatively impact our ability to perform our services or the demand for our services or may increase our costs resulting in an adverse impact on our business and results of operations.

Our inability to protect our intellectual property and marks could adversely affect our business.

Additional actions may be required to protect our intellectual property, including legal action, which could be time consuming and expensive and may negatively impact our business, financial condition, and results of operations.

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

In fiscal year 2022, we derived approximately 46% of the revenues of our Global Technology and Operations segment from the 15 largest clients in that segment.

The Covid-19 pandemic may negatively impact our business, results of operations and financial performance.

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.

In addition, the Covid-19 pandemic has created significant uncertainties.

These uncertainties include, but are not limited to, the adverse effects of the pandemic on the economy, our employees, our clients and our third-party service providers.

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.

These factors are in turn affected by general national and international economic and political conditions, and broad trends in business and finance that result in changes in participation and activity in the securities markets.

For example, the Covid-19 pandemic and Russia’s invasion of Ukraine have adversely impacted global commercial activity and have had a negative impact on the global economy, adversely impacting our clients.

These factors are beyond our control and may contribute to reduced levels of participation and activity in the securities markets.

Our revenues have historically been largely driven by transaction processing based on levels of participation and activity in the securities markets.

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. 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.

Our operations also could be affected by economic and political changes in those countries, particularly in those with developing economies, and by macroeconomic changes, including recessions, inflation and currency fluctuations between the U.S. dollar and non-U.S. currencies.

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 regions, including as a result of natural or man-made disasters, wars, terrorist activities, or any widespread outbreak of an illness or pandemic.

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.

*This discussion summarizes the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal years ended June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein.

*The discussion summarizing the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal year ended June 30, [removed: 2020] [added: 2022] 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: 2021] [added: 2022] (the [removed: “2021] [added: “2022] Annual Report”), which was filed with the Securities and Exchange Commission on August 12, [removed: 2021.*][added: 2022.*]

With over [removed: 50] [added: 60] years of experience, including [added: over] 15 years as an independent public company, we provide integrated solutions and an important infrastructure that powers the financial services industry.

During the fiscal [removed: year] [added: years] ended June 30, [added: 2023 and June 30,] 2022, there were no material acquisitions.

The Consolidated Financial Statements have been prepared in accordance with [removed: GAAP in the] U.S. [added: generally accepted accounting principles (“GAAP”)] and in accordance with the SEC requirements for Annual Reports on Form 10-K.

Beginning with the first quarter of fiscal year [removed: 2022,] [added: 2023,] the Company [removed: revised the foreign exchange rates used to present] [added: changed reporting for] segment revenues, segment earnings (loss) before income taxes, and [removed: Closed sales,] [added: segment amortization of acquired intangibles and purchased intellectual property] to [removed: further allocate] [added: reflect] the [added: impact of actual] foreign exchange [removed: impact] [added: rates applicable] to the individual [removed: segment revenue and profit metrics.][added: periods presented.]

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

CRITICAL ACCOUNTING [removed: POLICIES][added: ESTIMATES]

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

We had [removed: $3,484.9] [added: $3,461.6] million of [removed: goodwill] [added: Goodwill] as of June 30, [removed: 2022.][added: 2023.]

The Company has estimated foreign net operating loss carryforwards of approximately [removed: $59.5] [added: $45.1] million as of June 30, [removed: 2022] [added: 2023] of which [removed: $8.8] [added: $7.6] million are subject to expiration in the June 30, [removed: 2023] [added: 2026] through June 30, 2042 period.

The remaining [removed: $50.7] [added: $37.5] million of carryforwards has an indefinite utilization period.

In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately [removed: $41.3] [added: $35.3] million of which [removed: $20.4] [added: $15.5] million are subject to expiration in the June 30, [removed: 2023] [added: 2024] through June 30, 2037 period with the balance of [removed: $20.9] [added: $19.8] million having an indefinite utilization period.

The Company did not generate federal net operating losses for the fiscal year ended June 30, [removed: 2022.][added: 2023.]

The Company has recorded valuation allowances of [removed: $10.7] [added: $10.3] million and [removed: $10.5] [added: $10.7] million at June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year [removed: 2022] [added: 2023] stock option grants would result in [removed: approximately a $2.5] [added: an approximate $3.1] million change in total pre-tax stock-based compensation expense for the fiscal year [removed: 2022] [added: 2023] 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: 2022] [added: 2023] stock option grants would result in [removed: approximately a $1.0] [added: an approximate $1.7] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2022] [added: 2023] 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: 2022] [added: 2023] stock option grants would result in [removed: approximately a $0.1] [added: an approximate $0.2] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2022] [added: 2023] 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: 2022] [added: 2023] stock option grants would result in [removed: approximately a $1.0] [added: an approximate $1.4] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2022] [added: 2023] grants, which would be amortized over the vesting period.

These performance indicators include Revenue and Recurring [removed: fee] revenue as well as not generally accepted accounting principles measures (“Non-GAAP”) of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, Free Cash flow, [added: Recurring revenue growth constant currency,] 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 earnings per share, [removed: and] Free Cash [removed: flow] [added: flow, and Recurring revenue growth constant currency] to the most directly comparable [removed: generally accepted accounting principles (“GAAP”)] [added: 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.

[removed: Fee revenues] [added: Revenues from fees] are derived from both recurring and event-driven activity.

Event-driven [removed: fee] revenues are based on the number of special events and corporate transactions the Company processes.

Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven [removed: fee] revenues.

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

Recurring [removed: fee] revenue growth represents the Company’s total annual [removed: fee] revenue growth, less growth from event-driven [removed: fee] [added: and distribution] revenues.

We distinguish recurring [removed: fee] revenue growth between organic and acquired:

- Organic – We define organic revenue as the recurring [removed: fee] revenue generated from Net New Business and Internal Growth.

- Acquired – We define acquired revenue as the recurring [removed: fee] revenue generated from acquired services in the first twelve months following the date of acquisition.

Revenues and Recurring [removed: fee] revenue are useful metrics for investors in understanding how management measures and evaluates the Company’s ongoing operational performance.

See “Results of Operations” as well as Note [removed: 2] [added: 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.

The key performance indicators for the fiscal years ended June 30, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] are as follows:

| Internal Trade Growth | | | [removed: 1] [added: 4] | | % | | | | [removed: 12] [added: 1] | | % |

The following discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the fiscal year ended June 30, [removed: 2022] [added: 2023] compared to the fiscal year ended June 30, [removed: 2021.][added: 2022.]

Discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments for the fiscal year ended June 30, [removed: 2021] [added: 2022] compared to the fiscal year ended June 30, [removed: 2020] [added: 2021] is disclosed in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the [removed: 2021] [added: 2022] Annual Report.

“Internal Growth” is a component of recurring [removed: 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.

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

[removed: Fee revenues] [added: Revenues] in the Investor Communication Solutions segment are derived from both recurring and event-driven [removed: activity.][added: activity, in addition to distribution revenues.]

Please refer to Note 3, “Revenue Recognition” and Note 21, “Financial Data by Segment” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K.

Record Growth is comprised of stock record growth and interim record growth.

Stock record growth (also referred to as “SRG” or “equity position growth”) measures the estimated annual change in positions eligible for equity proxy materials.

Interim record growth (also referred to as “IRG” or “mutual fund/ETF position growth”) measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications.

These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.

| | | | 2023 | | | | | | 2022 | | |

| Equity positions (Stock records) | | | 9 | | % | | | | 18 | | % |

| Mutual fund / ETF positions (Interim records) | | | 8 | | % | | | | 14 | | % |

“Restructuring Charges” represent severance costs associated with the Company’s initiative to streamline our management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas.

“Recurring revenue growth constant currency” refers to our Recurring revenue growth presented on a constant currency basis to exclude the impact of foreign currency exchange fluctuations.

Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven revenues.

New SEC Rule on Tailored Shareholder Reports

On October 26, 2022, the SEC adopted a rule modifying mutual fund and exchange-traded fund investor communications.

The SEC rule requires that shorter summary documents, referred to as tailored shareholder reports, be distributed in lieu of long-form annual and semi-annual fund reports or notices of the availability of such reports, which the SEC had permitted under Rule 30e-3.

The rule went into effect on January 24, 2023 and includes an 18-month transition period for implementation by mutual funds and exchange-traded funds, with a final compliance date of July 24, 2024.

We are reviewing the full impact of the new rule, however we currently estimate a reduction in our annual Recurring revenues of approximately $30 million phasing in over fiscal years 2025 and 2026, assuming no offset from new services.

See the risk factor titled “*Our clients are subject to complex laws and regulations, and new laws or regulations and/or changes to existing laws or regulations could impact our clients and, in turn, adversely impact our business or may reduce our profitability.*” in Part I, Item 1A.

“Risk Factors” in this Annual Report.

As of June 30, 2023, we do not have any associates remaining in Russia.

| Revenues | | | $ | 6,060.9 | | | | | $ | 5,709.1 | | | | | $ | 351.8 | | | | | 6 | | | | | |

The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2023 and 2022, and the dollar and percentage changes between periods:

| Recurring revenues | | | $ | 3,986.7 | | | | | $ | 3,722.7 | | | | | $ | 264.0 | | | | | 7 | | |

| Event-driven revenues | | | 211.0 | | | | | | 269.4 | | | | | | (58.3) | | | | | | (22) | | |

| Distribution revenues | | | 1,863.1 | | | | | | 1,717.0 | | | | | | 146.2 | | | | | | 9 | | |

| Total | | | $ | 6,060.9 | | | | | $ | 5,709.1 | | | | | $ | 351.8 | | | | | 6 | | |

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

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

Recurring revenue growth constant currency (Non-GAAP) was 9%, all organic, driven by Net New Business growth and Internal Growth in both ICS and GTO.

- Selling, general and administrative expenses - The increase of $16.7 million in Selling, general, and administrative expenses primarily reflects higher compensation expenses of $21.8 million and higher technology related expenses of $4.3 million, offset by lower external labor costs.

The increased expense was primarily due to higher net gains on investments in the prior year period.

| Investor Communication Solutions | | | $ | 4,535.6 | | | | | $ | 4,256.6 | | | | | $ | 279.0 | | | | | 7 | | |

| Total | | | $ | 6,060.9 | | | | | $ | 5,709.1 | | | | | $ | 351.8 | | | | | 6 | | |

| Other | | | (200.5) | | | | | | (191.9) | | | | | | (8.6) | | | | | | 4 | | |

| Total | | | $ | 794.9 | | | | | $ | 672.2 | | | | | $ | 122.7 | | | | | 18 | | |

| 2023 | | | | | | 2022 | | | | | | Change | | | | | | | | | | | |

| Investor Communication Solutions | | | $ | 55.5 | | | | | $ | 68.7 | | | | | $ | (13.2) | | | | | (19) | | |

| Global Technology and Operations | | | 158.9 | | | | | | 181.5 | | | | | | (22.6) | | | | | | (12) | | |

| Total | | | $ | 214.4 | | | | | $ | 250.2 | | | | | $ | (35.8) | | | | | (14) | | |

Fiscal Year 2023 Compared to Fiscal Year 2022

| 2023 | | | | | | 2022 | | | | | | Change | | | | | | | | | | | |

The following represents the fiscal year 2021 acquisitions:

Fiscal Year 2021 Acquisitions:

Financial information on each transaction is as follows:

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

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

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

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

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

| Deferred payments, net | | | | | | — | | | | | | 2.9 | | | | | | 2.9 | | |

| Contingent consideration liability | | | | | | — | | | | | | 8.5 | | | | | | 8.5 | | |

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

| Net tangible assets acquired / (liabilities assumed) | | | | | | $ | (252.9) | | | | | $ | (3.3) | | | | | $ | (256.2) | |

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

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

Itiviti Holding AB (“Itiviti”)

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

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

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

- 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.

AdvisorStream Ltd. (“AdvisorStream”)

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

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

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

- The contingent consideration liability is payable through fiscal year 2024 upon the achievement by the acquired business of certain revenue targets, and has a maximum potential pay-out of $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, 2022 is $8.0 million.

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

Record Growth is defined as stock record growth and interim record growth which measure the estimated annual change in total positions eligible for equity proxy materials and mutual fund and exchange-traded fund interim communications, respectively, for equities and mutual fund position data reported to Broadridge in both the current and prior year periods.

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

| Equity proxy | | | 18 | | % | | | | 26 | | % |

| Mutual fund interims | | | 14 | | % | | | | 10 | | % |

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

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

Global Pandemic

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

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

In response 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.

In fiscal year 2022, there has not been a material impact as a result of Covid-19 on our consolidated revenues and pre-tax income.

In addition, all of our production-related facilities remain operational and are continuing to provide ongoing services to our clients.

Further, we have not experienced any significant supply-chain issues as our critical vendors have also remained operational and continue to meet their on-going service level requirements.

As of June 30, [removed: 2022, $1,560.8] [added: 2023, $1,178.5] million, or [removed: 41%,] [added: 35%,] of the Company’s total outstanding debt balance of [removed: $3,793.0] [added: $3,413.3] million is based on floating interest rates.

We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings of a change in market interest rates on amounts borrowed from the revolving credit facility and Fiscal 2021 Term Loans during the fiscal year ended June 30, [removed: 2022.][added: 2023.]

Assuming a hypothetical increase of one hundred basis points in interest rates on our variable rate debt during the fiscal year ended June 30, [added: 2023 and June 30,] 2022, our pre-tax earnings would have decreased by approximately [removed: $19.7] [added: $18.7] million [removed: for the fiscal year ended June 30, 2022;] [added: and $19.7 million, respectively;] however, [added: for both years,] this would have been offset by interest earned on cash balances.

While the substantial majority of our business is conducted within the U.S., approximately [removed: 15%] [added: 13%] of our fiscal year [removed: 2022] [added: 2023] revenues were earned outside of the U.S. Our operations outside of the U.S. primarily reside in Canada, Europe and India.

At June 30, [removed: 2022,] [added: 2023,] the fair value of these derivatives is an asset of [removed: $101.4] [added: $66.7] million.

Refer to Note [removed: 18,] [added: 19,] “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.

For the fiscal year ended June 30, [removed: 2022] [added: 2023] and June 30, [removed: 2021,] [added: 2022,] a hypothetical 10% decrease in the value of the Canadian dollar, the British 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: $12.8] [added: $15.2] million and [removed: $19.3] [added: $12.8] million, respectively.

Our $1,178.5 million in variable rate debt at June 30, 2023 consists of the outstanding portion of our Fiscal 2021 Term Loans which bears interest at Adjusted Term SOFR plus 1.100% per annum (subject to step-ups to Adjusted Term SOFR plus 1.350% or a step-down to SOFR plus 0.850% based on ratings).

Our $1,560.8 million in variable rate debt at June 30, 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).

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

With over [removed: 50] [added: 60] years of experience, including over 15 years as an independent public company, we provide integrated solutions and an important infrastructure that powers the financial services industry.

The Investor Communication Solutions [removed: segment’s] [added: segment is the larger of our two business segments and its] revenues represented approximately 75% and [removed: 77%] [added: 75%] of our total Revenues in fiscal years [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, [removed: which gives effect to] [added: including] the foreign exchange impact from revenues generated in currencies other than the United States of America (“U.S.”) dollar.

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

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

We [removed: also] have the ability to combine stockholder communications for multiple stockholders residing at the same address which we accomplish by having ascertained the delivery preferences of investors.

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 Nominees, [removed: companies] [added: companies, funds] and investors.

[removed: We] [added: In addition to our fund solutions, we] also provide [added: a range of other regulatory communications solutions, including reorganization communications notifying investors of U.S. reorganizations or corporate action events such as tender offers, mergers and acquisitions, and bankruptcies, and] global class action services [removed: handling] [added: for] the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products.

In addition, we provide international corporate governance solutions addressing [added: our] clients’ needs within Europe, the Middle East and Africa (“EMEA”) and the Asia-Pacific (“APAC”) region.

Our international solutions help clients sharpen focus on their core businesses while helping them maintain [added: global] regulatory compliance, reduce costs, improve efficiency and gain data insights.

[removed: Matrix’s operational,] [added: Our] trust, [removed: custody,] trading and [removed: mutual fund and exchange-traded funds] settlement services are integrated into our product suite thereby strengthening Broadridge’s role as a provider of insight, technology and business process outsourcing to the asset [removed: management] [added: management, wealth,] and retirement industry.

Our [removed: solution helps] [added: solutions help] 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: We also offer disclosure solutions and transfer agency] [added: Our] services [removed: providing] [added: provide] corporate issuers a single source solution that spans the entire corporate disclosure and shareholder communications lifecycle.

- Virtual Shareholder Meeting™ – electronic annual meetings [removed: on the Internet,] [added: via webcast,] either on a stand-alone basis, or in conjunction with in-person annual meetings, including shareholder validation and voting services and the ability for shareholders to ask questions and for management to respond during the meetings.

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

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

- Capital Markets Transactional Services – typesetting, [added: composition,] printing and SEC filing services for capital markets transactions such as initial public offerings, spin-offs, acquisitions, and securities offerings.

In addition, we provide corporate actions [removed: services] [added: services,] including acting as the exchange agent, paying agent, or tender agent in support of acquisitions, initial public offerings and other significant corporate transactions.

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

- [removed: leverage flexible] [added: develop transactional, regulatory,] and [removed: scalable] [added: marketing communications with relevant,] self-service [removed: and managed service composition tools to create relevant] content that drives customer action;

- deliver [removed: personalized] [added: customer] communications across [removed: channels, including interactive microsites,] [added: print, digital,] email, short message [removed: service, presentment, online banking] [added: service (SMS)] and [removed: payments, print] [added: emerging channels, such as interactive microsites] and [removed: mail;] [added: personal cloud services, with one connection;] and

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

[removed: Tax,] [added: The transaction must comply with tax,] custody, accounting and record-keeping [removed: requirements must be complied with in connection with the transaction] [added: requirements,] and the customer’s account information must correctly reflect the transaction.

Our [removed: Global Technology and Operations business provides] [added: highly scalable, resilient, component-based] solutions [removed: 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.

The Global Technology and Operations segment’s revenues represented approximately [removed: 26%] [added: 25%] and [removed: 24%] [added: 25%] of our total Revenues in fiscal years [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the U.S. dollar.

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

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

The solution offers [removed: straight through processing] [added: straight-through-processing] capabilities, enterprise-wide integration and a robust technology infrastructure - all focused on supporting firms specializing in the fixed income marketplace.

The combination [added: of the front-office solutions from the 2021 acquisition of Itiviti Holding AB (“Itiviti”) and our post-trade product suite and other capital markets capabilities] enables our clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes.

[removed: We deliver] [added: Our Wealth Management] business [removed: critical data,] [added: delivers] technology [removed: solutions] [added: solutions, critical data] and [added: digital] marketing services to enable full-service, regional and independent broker-dealers and investment advisors to better engage with customers to help grow their business.

[removed: We] [added: With respect to technology solutions, we] offer an [removed: integrated] [added: integrated, modern] open-architecture wealth management platform through which we provide enhanced data-centric capabilities to improve the overall client experience across the entire [added: front-, middle- and back-office] wealth management lifecycle, including advisor, investor and operational workflows.

Financial advisors and wealth management firms can tap into our digital tools and library of omni-channel content to personalize touchpoints to engage their customers and prospects across digital channels including websites, social media, [removed: e-mail] [added: email] and mobile.

[removed: We service] [added: Our Investment Management business services] the global investment management industry with a range of buy-side technology solutions.

As financial institutions look to transform and mutualize their mission-critical but non-differentiating operational and support functions, we have the proven technology, scale, innovation, experience and, most importantly, the [removed: clients] [added: network] to achieve this goal and meet their needs.

Our business [removed: model.][added: model]

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

We [removed: increasingly] create layers of value [added: for clients] by [removed: driving] [added: harnessing] network [removed: benefits to our clients,] [added: benefits,] providing deep data and [removed: analytics solutions,] [added: analytics,] and offering a [added: comprehensive] suite of digital capabilities [added: all] on a single platform.

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

Strong positions in a large and growing financial services [removed: market.][added: market]

Our deep industry knowledge enables our clients to successfully solve complex technological [removed: challenges,] and [removed: inspires trust among and brings novel perspectives] [added: operational challenges, while adapting] to [removed: our clients.][added: the latest technology trends and regulatory standards.]

While financial services firms have historically kept much of their technology infrastructure work in-house, there are [removed: two] significant trends working in favor of Broadridge.

Our Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions are provided as part of the Investor Communication Solutions segment.

Our pass-through voting solutions support fund clients in providing individual investors the ability to participate in the proxy voting process, helping them to expand their investor engagement efforts and receive valuable input for important investment decisions.

Broadridge’s institutional solution helps asset managers split the vote in portfolio companies and pass directly to institutional investors on a proportional basis.

For retail investors, our solutions allow funds to poll their investors on voting preferences and provides investors the ability to give voting instructions, set standard voting preferences, or potentially cast a vote at pre-determined meetings.

In addition to our proxy services, we provide regulatory communications services that assist our fund clients in meeting their regulatory requirements.

These services include prospectus delivery, distribution of annual and semi-annual shareholder reports, trade confirmations, account statements and other communications.

Our clients have the ability to create and distribute these communications via print, e-delivery, online and mobile.

These solutions include our global proxy and shareholder rights compliance services, as well as environmental, social and governance (“ESG”) offerings and shareholder meeting analytics.

Through our Retirement and Workplace Trade Processing Solutions business (“Broadridge Retirement and Workplace”), we provide automated mutual fund and exchange-traded funds trade processing services for financial institutions that submit trades on behalf of their clients such as qualified and non-qualified retirement plans and individual wealth accounts.

In addition, we provide fiduciary-focused learning and development, software and technology, and data and analytics services to advisors, institutions and asset managers across the retirement and wealth ecosystem.

We provide governance and communications services to corporate issuers supporting a full range of public company functions, including the annual meeting of stockholders, SEC reporting, capital markets transactions, transfer agency, shareholder engagement and ESG solutions.

These services include digital and physical delivery of critical communications.

Our physical delivery services operate through a network of seven highly automated facilities across North America.

Our Global Technology and Operations business provides the non-differentiating yet mission-critical infrastructure to the global financial markets.

As a leading software as a service (“SaaS”) provider, we offer capital markets, wealth and investment management firms modern technology to enable growth, simplify their technology stacks and mutualize costs.

Our Wealth Management business provides solutions for advisors and investors and also streamlines back- and middle-office operations for broker-dealers by providing systems for critical post-trade activities, including books and records, transaction processing, clearance and settlement, and reporting.

Our Investment Management business provides portfolio and order management solutions for traditional and alternative asset managers, which bring insights into trading, portfolio construction, risk and analytics.

Our solutions connect asset managers to a global network of broker-dealers for trade execution and post-trade matching and confirmation.

Through Broadridge Trading and Connectivity Solutions, we offer a set of global front-office trade order and execution management systems and connectivity solutions that enable market participants to connect and trade.

Our wealth solutions are designed to help optimize advisor productivity, improve investor outcomes, reduce friction in investing, increase financial literacy, and deliver more personalized advice and insights.

We are also helping public companies improve their governance functions, offering an expanding suite of capabilities that allows them to provide better information and accessibility to shareholders.

We continue to be a leading provider of investor communications and are at the forefront of delivering richer communication experiences, both digitally and through optimized print and mail services.

Our platform enables firms to improve advisor productivity, provide a better investor experience, and realize operational process efficiencies.

By leveraging our services, firms can benefit from highly skilled, experienced personnel with deep industry expertise, while mutualizing the costs and risks of technology innovation.

We approach innovation through three actions: experimenting, partnering, and engaging.

In turn, we help our clients stay on the cutting edge and realize the benefits of digital transformation at a quicker pace.

- managed proxy voting for over 750 million equity proxy positions;

Product Development

Intellectual Property

We monitor legislative and rulemaking activity by the SEC, FINRA, DOL, and U.S. Internal Revenue Service (the “IRS”).

Matrix Trust maintains an Identity Theft Prevention Program for certain of its services.

We survey our associates’ engagement annually and our overall score this year is 81%, a four-point increase over last year’s score.

Our commitment to developing a diverse workforce is evidenced by the fact that a component of our Executive Leadership Team’s compensation is based on achievement of DEI goals.

Broadridge’s Associate Networks currently include: B.Pride, Disability Equity Associate Network (DEAN), Lead For Next (LFN), MultiCultural Associate Network (MCAN), Veteran + First Responder Network (VFN), Women’s Leadership Forum (WLF) and BeGreen.

Together, these networks support the LQBTQ+ community, associates with disabilities, young professionals, multicultural backgrounds, veterans and first responders, women, and associates with a passion for sustainability.

In 2023, we ran additional associate engagement surveys, which covered various DEI topics related to workplace culture and associate experience.

We are committed to associate feedback to provide a comprehensive view of our organization’s culture, identify areas where improvements can be made to create a more welcoming and inclusive environment for all associates, and measure our progress over time.

In addition to career-oriented education, we also require all associates to complete a variety of trainings on an annual basis, which focus on our commitment to high ethical standards and a culture of honesty, integrity and compliance.

In addition, we are committed to providing competitive health and wellness benefits to our associates.

We recognize the importance of work-life balance and have designed our Connected Workplace model, which provides associates with flexible on- and off-site work options.

In addition to our proxy services, we provide regulatory communications services, including prospectus delivery services.

Our proprietary extraction, normalization and presentment capabilities from the SEC’s EDGAR database have enabled us to provide our clients with an on-demand solution for prospectus post-sale fulfillment.

This process provides efficiency for our clients as it reduces their reliance on offset print and fund delivered inventory.

We provide portfolio-specific solutions for the retirement and annuity markets.

We have integrated this functionality into additional capabilities to offer an efficient fulfillment model for regulatory and compliance distributions.

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

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

We also offer our Mailbox products - Advisor Mailbox™ and Investor Mailbox® - which support and complement any investor communication strategy.

Our Investor Mailbox solution provides the electronic delivery of investor communications to our clients’ websites or mobile apps, enabling investor access to regulatory delivery notices, day-to-day account and investment information and convenient response tools.

Our Advisor Mailbox is an electronic communications platform for financial advisors that delivers immediate electronic access to the communications and documents sent to such advisors’ customers.

Advisor Mailbox streamlines multiple communication paths for all investor-related documents into a single-visit portal that is integrated onto an advisor’s platform.

Our offerings help clients address evolving requirements for stronger governance, greater transparency and improved insights derived from data analytics.

These solutions are a direct extension of our U.S. and Canadian businesses and in many cases serve the same client base.

As part of our international corporate governance solutions, our Global Proxy solution includes services similar to those provided by our U.S. and Canadian proxy businesses.

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

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

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

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 Financial Solutions, Inc. (“Matrix”).

We provide governance and communications services to corporate issuers.

- manage and consolidate customer profiles, preferences and consents;

- transform digital and print communications through the optimization of content across channels to accelerate delivery, reduce costs, and help our clients meet regulatory requirements and quality controls;

- store and retrieve communications with security to manage risk;

Our solutions provide automated straight through processing 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.

With our multi-market, multi-asset class, multi-entity and multi-currency capabilities, we provide front-to-back processing on a global basis.

Our global trade processing platforms are largely provided on a SaaS basis and handle the entire securities processing cycle.

With the 2021 acquisition of Itiviti Holding AB (“Itiviti”) (now doing business as Broadridge Trading and Connectivity Solutions), a leading provider of trading and connectivity technology to the capital markets industry, we offer a set of global front-office trade order and execution management systems, connectivity and network offerings.

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

Our marketing operations and automation platform enables firms to manage marketing activities efficiently across field offices and branch locations using consistent standards.

The platform provides unique data and analytical capabilities designed to enhance marketing, educate investors and increase sales effectiveness.

We are also expanding our capabilities to better serve the needs of issuers and we are driving the next generation of digital communications while optimizing print and mail services through advanced technology.

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

- processed over 700 million equity proxy positions in the performance of our U.S. proxy services;

BBPO, as a “Managing Clearing Member” of the Options Clearing Corporation (the “OCC”), is also subject to OCC Rule 309(b) with respect to the business process outsourcing services that it provides to other OCC “Managed Clearing Member” broker-dealers.

OCC Rule 309(b) requires that BBPO maintain a minimum net capital amount.

Furthermore, it is also subject to U.S. Internal Revenue Service (the “IRS”) regulations, as well as certain provisions of the Gramm-Leach-Bliley Act (“GLBA”) and the Federal Trade Commission’s (the “FTC”) regulations with respect to maintenance of information security safeguards.

There has been increased public attention regarding the use and transfer of personal information, accompanied by legislation, regulations and enforcement activity intended to strengthen data protection, information security and consumer and personal privacy.

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

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

For the Fiscal Year Ended June 30, [removed: 2022][added: 2023]

The aggregate market value, as of December 31, [removed: 2021,] [added: 2022,] of common stock held by non-affiliates of the registrant was [removed: $21,192,402,773.][added: $15,676,528,458.]

As of August [removed: 5, 2022,] [added: 4, 2023,] there were [removed: 117,302,388] [added: 118,116,862] shares of the registrant’s common stock outstanding (excluding [removed: 37,158,739] [added: 36,344,265] 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: 2022] [added: 2023] are incorporated by reference into Part III.

| ITEM 1. | | | [removed: [Business](#ibb6b906051a14d77be3f94a18b56fa34_16)] [added: [Business](#i4af7a7b9e1e34483a4ccf57b51598932_16)] | | | [removed: [4](#ibb6b906051a14d77be3f94a18b56fa34_16)] [added: [4](#i4af7a7b9e1e34483a4ccf57b51598932_16)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#ibb6b906051a14d77be3f94a18b56fa34_19)] [added: Factors](#i4af7a7b9e1e34483a4ccf57b51598932_19)] | | | [removed: [16](#ibb6b906051a14d77be3f94a18b56fa34_19)] [added: [17](#i4af7a7b9e1e34483a4ccf57b51598932_19)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#ibb6b906051a14d77be3f94a18b56fa34_22)] [added: Comments](#i4af7a7b9e1e34483a4ccf57b51598932_22)] | | | [removed: [25](#ibb6b906051a14d77be3f94a18b56fa34_22)] [added: [25](#i4af7a7b9e1e34483a4ccf57b51598932_22)] | | |

| ITEM 2. | | | [removed: [Properties](#ibb6b906051a14d77be3f94a18b56fa34_25)] [added: [Properties](#i4af7a7b9e1e34483a4ccf57b51598932_25)] | | | [removed: [25](#ibb6b906051a14d77be3f94a18b56fa34_25)] [added: [25](#i4af7a7b9e1e34483a4ccf57b51598932_25)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#ibb6b906051a14d77be3f94a18b56fa34_28)] [added: Proceedings](#i4af7a7b9e1e34483a4ccf57b51598932_28)] | | | [removed: [25](#ibb6b906051a14d77be3f94a18b56fa34_28)] [added: [25](#i4af7a7b9e1e34483a4ccf57b51598932_28)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#ibb6b906051a14d77be3f94a18b56fa34_31)] [added: Disclosures](#i4af7a7b9e1e34483a4ccf57b51598932_31)] | | | [removed: [25](#ibb6b906051a14d77be3f94a18b56fa34_31)] [added: [25](#i4af7a7b9e1e34483a4ccf57b51598932_31)] | | |

| [PART [removed: II.](#ibb6b906051a14d77be3f94a18b56fa34_34)] [added: II.](#i4af7a7b9e1e34483a4ccf57b51598932_34)] | | | | | | [removed: [26](#ibb6b906051a14d77be3f94a18b56fa34_34)] [added: [26](#i4af7a7b9e1e34483a4ccf57b51598932_34)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibb6b906051a14d77be3f94a18b56fa34_37)] [added: Securities](#i4af7a7b9e1e34483a4ccf57b51598932_37)] | | | [removed: [26](#ibb6b906051a14d77be3f94a18b56fa34_37)] [added: [26](#i4af7a7b9e1e34483a4ccf57b51598932_37)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibb6b906051a14d77be3f94a18b56fa34_43)] [added: Operations](#i4af7a7b9e1e34483a4ccf57b51598932_43)] | | | [removed: [28](#ibb6b906051a14d77be3f94a18b56fa34_43)] [added: [28](#i4af7a7b9e1e34483a4ccf57b51598932_43)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ibb6b906051a14d77be3f94a18b56fa34_79)] [added: Risk](#i4af7a7b9e1e34483a4ccf57b51598932_79)] | | | [removed: [50](#ibb6b906051a14d77be3f94a18b56fa34_79)] [added: [48](#i4af7a7b9e1e34483a4ccf57b51598932_79)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#ibb6b906051a14d77be3f94a18b56fa34_82)] [added: Data](#i4af7a7b9e1e34483a4ccf57b51598932_82)] | | | [removed: [52](#ibb6b906051a14d77be3f94a18b56fa34_82)] [added: [50](#i4af7a7b9e1e34483a4ccf57b51598932_82)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibb6b906051a14d77be3f94a18b56fa34_184)] [added: Disclosure](#i4af7a7b9e1e34483a4ccf57b51598932_181)] | | | [removed: [97](#ibb6b906051a14d77be3f94a18b56fa34_184)] [added: [96](#i4af7a7b9e1e34483a4ccf57b51598932_181)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#ibb6b906051a14d77be3f94a18b56fa34_187)] [added: Procedures](#i4af7a7b9e1e34483a4ccf57b51598932_184)] | | | [removed: [97](#ibb6b906051a14d77be3f94a18b56fa34_187)] [added: [96](#i4af7a7b9e1e34483a4ccf57b51598932_184)] | | |

| ITEM 9B. | | | [Other [removed: Information](#ibb6b906051a14d77be3f94a18b56fa34_190)] [added: Information](#i4af7a7b9e1e34483a4ccf57b51598932_187)] | | | [removed: [98](#ibb6b906051a14d77be3f94a18b56fa34_190)] [added: [97](#i4af7a7b9e1e34483a4ccf57b51598932_187)] | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ibb6b906051a14d77be3f94a18b56fa34_1818)] [added: Inspections](#i4af7a7b9e1e34483a4ccf57b51598932_190)] | | | [removed: [98](#ibb6b906051a14d77be3f94a18b56fa34_1818)] [added: [97](#i4af7a7b9e1e34483a4ccf57b51598932_190)] | | |

| [PART [removed: III.](#ibb6b906051a14d77be3f94a18b56fa34_193)] [added: III.](#i4af7a7b9e1e34483a4ccf57b51598932_193)] | | | | | | [removed: [99](#ibb6b906051a14d77be3f94a18b56fa34_193)] [added: [98](#i4af7a7b9e1e34483a4ccf57b51598932_193)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibb6b906051a14d77be3f94a18b56fa34_196)] [added: Governance](#i4af7a7b9e1e34483a4ccf57b51598932_196)] | | | [removed: [99](#ibb6b906051a14d77be3f94a18b56fa34_196)] [added: [98](#i4af7a7b9e1e34483a4ccf57b51598932_196)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#ibb6b906051a14d77be3f94a18b56fa34_199)] [added: Compensation](#i4af7a7b9e1e34483a4ccf57b51598932_199)] | | | [removed: [99](#ibb6b906051a14d77be3f94a18b56fa34_199)] [added: [98](#i4af7a7b9e1e34483a4ccf57b51598932_199)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ibb6b906051a14d77be3f94a18b56fa34_202)] [added: Matters](#i4af7a7b9e1e34483a4ccf57b51598932_202)] | | | [removed: [99](#ibb6b906051a14d77be3f94a18b56fa34_202)] [added: [98](#i4af7a7b9e1e34483a4ccf57b51598932_202)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ibb6b906051a14d77be3f94a18b56fa34_205)] [added: Independence](#i4af7a7b9e1e34483a4ccf57b51598932_205)] | | | [removed: [99](#ibb6b906051a14d77be3f94a18b56fa34_205)] [added: [98](#i4af7a7b9e1e34483a4ccf57b51598932_205)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#ibb6b906051a14d77be3f94a18b56fa34_208)] [added: Services](#i4af7a7b9e1e34483a4ccf57b51598932_208)] | | | [removed: [99](#ibb6b906051a14d77be3f94a18b56fa34_208)] [added: [98](#i4af7a7b9e1e34483a4ccf57b51598932_208)] | | |

| [PART [removed: IV.](#ibb6b906051a14d77be3f94a18b56fa34_211)] [added: IV.](#i4af7a7b9e1e34483a4ccf57b51598932_211)] | | | | | | [removed: [100](#ibb6b906051a14d77be3f94a18b56fa34_211)] [added: [99](#i4af7a7b9e1e34483a4ccf57b51598932_211)] | | |

| ITEM 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ibb6b906051a14d77be3f94a18b56fa34_214)] [added: Schedules](#i4af7a7b9e1e34483a4ccf57b51598932_214)] | | | [removed: [100](#ibb6b906051a14d77be3f94a18b56fa34_214)] [added: [99](#i4af7a7b9e1e34483a4ccf57b51598932_214)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#ibb6b906051a14d77be3f94a18b56fa34_1825)] [added: Summary](#i4af7a7b9e1e34483a4ccf57b51598932_217)] | | | [removed: [100](#ibb6b906051a14d77be3f94a18b56fa34_1825)] [added: [99](#i4af7a7b9e1e34483a4ccf57b51598932_217)] | | |

| [PART I.](#i4af7a7b9e1e34483a4ccf57b51598932_10) | | | | | | [3](#i4af7a7b9e1e34483a4ccf57b51598932_10) | | |

| ITEM 6. | | | [Reserved](#i4af7a7b9e1e34483a4ccf57b51598932_40) | | | [28](#i4af7a7b9e1e34483a4ccf57b51598932_40) | | |

| | | | [Signatures](#i4af7a7b9e1e34483a4ccf57b51598932_220) | | | [101](#i4af7a7b9e1e34483a4ccf57b51598932_220) | | |

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

| ITEM 6. | | | [Selected Financial Data](#ibb6b906051a14d77be3f94a18b56fa34_40) | | | [28](#ibb6b906051a14d77be3f94a18b56fa34_40) | | |

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

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

We operate our business primarily from [removed: 47] [added: 44] facilities.

We lease 10 production-related facilities in Edgewood, New York; El Dorado Hills, California; South Windsor, Connecticut; Kansas City, Missouri; Dallas, Texas; Coppell, Texas; and Markham, Canada, with a combined space of [removed: 2.4] [added: 2.3] million square feet which are used in connection with our Investor Communication Solutions business.

We lease space at [removed: 35] [added: 32] additional locations, subject to customary lease arrangements and which expire on a staggered basis, and we also own one facility in Mount Laurel, [removed: NJ.][added: New Jersey.]

There were [removed: 9,274] [added: 8,880] stockholders of record of the Company’s common stock as of August [removed: 5, 2022.][added: 4, 2023.]

On August [removed: 11, 2022,] [added: 7, 2023,] our Board of Directors increased our quarterly cash dividend by [removed: $0.085] [added: $0.075] per share to [removed: $0.725] [added: $0.80] per share, an increase in our expected annual dividend amount from [removed: $2.56 to] $2.90 [added: to $3.20] per share.

As a holding company, substantially all our assets [removed: being] [added: are] comprised of the capital stock of our [removed: subsidiaries,] [added: subsidiaries; therefore,] our ability to pay dividends will be dependent on our receiving dividends from our operating subsidiaries.

The following graph compares the cumulative total return on Broadridge common stock from June 30, [removed: 2017] [added: 2018] to June 30, [removed: 2022,] [added: 2023,] 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: 2017] [added: 2018] in our common stock and in each of the indices and assumes that all cash dividends are reinvested.

[removed: ][added: ]

| | | | | | | 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] | | | | | | June 30, [removed: 2022] [added: 2023] | | |

| Broadridge Financial Solutions. Inc. Common Stock | | | | | | $ | 100.00 | | | | | $ | [removed: 154.67] [added: 112.82] | | | | | $ | [removed: 174.50] [added: 113.64] | | | | | $ | [removed: 175.77] [added: 147.77] | | | | | $ | [removed: 228.55] [added: 132.58] | | | | | $ | [removed: 205.07] [added: 157.06] | |

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: 2022:][added: 2023:]

| June 1, [removed: 2022] [added: 2023] – June 30, [removed: 2022] [added: 2023] | | | [removed: —] [added: 107] | | | | | | | | | [removed: —] [added: 149.00] | | | | | | — | | | | | | 9,586,545 | | |

(1)Includes [removed: 132,497] [added: 140,894] shares purchased from employees to pay taxes related to the vesting of restricted stock units.

(2)During the fiscal quarter ended June 30, [removed: 2022,] [added: 2023,] the Company did not repurchase shares of common stock under its share repurchase program.

At June 30, [removed: 2022,] [added: 2023,] there were 9,586,545 shares remaining available for repurchase under its share repurchase program.

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 110.41 | | | | | $ | 118.68 | | | | | $ | 167.07 | | | | | $ | 149.31 | | | | | $ | 178.52 | |

| S&P 500 Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 114.32 | | | | | $ | 155.34 | | | | | $ | 221.19 | | | | | $ | 191.19 | | | | | $ | 268.17 | |

| April 1, 2023 – April 30, 2023 | | | 138,522 | | | | | | | | | $ | 146.57 | | | | | — | | | | | | 9,586,545 | | |

| May 1, 2023 – May 31, 2023 | | | 2,265 | | | | | | | | | 153.70 | | | | | | — | | | | | | 9,586,545 | | |

| Total | | | 140,894 | | | | | | | | | $ | 146.69 | | | | | — | | | | | | | | |

| 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 | | |

| May 1, 2022 – May 31, 2022 | | | 282 | | | | | | | | | 134.93 | | | | | | — | | | | | | 9,586,545 | | |

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

| [Report [removed: of](#ibb6b906051a14d77be3f94a18b56fa34_88) [](#ibb6b906051a14d77be3f94a18b56fa34_88)[Deloitte] [added: of Deloitte] & Touche [removed: LLP](#ibb6b906051a14d77be3f94a18b56fa34_88) [Independent] [added: LLP Independent] Registered Public Accounting [removed: Firm](#ibb6b906051a14d77be3f94a18b56fa34_88)] [added: Firm](#i4af7a7b9e1e34483a4ccf57b51598932_88)] (PCAOB ID No. [removed: 34[)](#ibb6b906051a14d77be3f94a18b56fa34_88)] [added: 34[)](#i4af7a7b9e1e34483a4ccf57b51598932_88)] | | | [removed: [53](#ibb6b906051a14d77be3f94a18b56fa34_88)] [added: [51](#i4af7a7b9e1e34483a4ccf57b51598932_88)] | | |

| [Consolidated Statements of Earnings for the Fiscal Years Ended June 30, [removed: 202](#ibb6b906051a14d77be3f94a18b56fa34_91)[2](#ibb6b906051a14d77be3f94a18b56fa34_91)[, 202](#ibb6b906051a14d77be3f94a18b56fa34_91)[1](#ibb6b906051a14d77be3f94a18b56fa34_91)[,] [added: 202](#i4af7a7b9e1e34483a4ccf57b51598932_91)[3](#i4af7a7b9e1e34483a4ccf57b51598932_91)[, 202](#i4af7a7b9e1e34483a4ccf57b51598932_91)[2](#i4af7a7b9e1e34483a4ccf57b51598932_91)[,] and [removed: 20](#ibb6b906051a14d77be3f94a18b56fa34_91)[20](#ibb6b906051a14d77be3f94a18b56fa34_91)] [added: 20](#i4af7a7b9e1e34483a4ccf57b51598932_91)[21](#i4af7a7b9e1e34483a4ccf57b51598932_91)] | | | [removed: [55](#ibb6b906051a14d77be3f94a18b56fa34_91)] [added: [53](#i4af7a7b9e1e34483a4ccf57b51598932_91)] | | |

| [Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, [removed: 202](#ibb6b906051a14d77be3f94a18b56fa34_94)[2](#ibb6b906051a14d77be3f94a18b56fa34_94)[, 202](#ibb6b906051a14d77be3f94a18b56fa34_94)[1](#ibb6b906051a14d77be3f94a18b56fa34_94)[,] [added: 202](#i4af7a7b9e1e34483a4ccf57b51598932_94)[3](#i4af7a7b9e1e34483a4ccf57b51598932_94)[, 202](#i4af7a7b9e1e34483a4ccf57b51598932_94)[2](#i4af7a7b9e1e34483a4ccf57b51598932_94)[,] and [removed: 20](#ibb6b906051a14d77be3f94a18b56fa34_94)[2](#ibb6b906051a14d77be3f94a18b56fa34_94)[0](#ibb6b906051a14d77be3f94a18b56fa34_94)] [added: 20](#i4af7a7b9e1e34483a4ccf57b51598932_94)[21](#i4af7a7b9e1e34483a4ccf57b51598932_94)] | | | [removed: [56](#ibb6b906051a14d77be3f94a18b56fa34_94)] [added: [54](#i4af7a7b9e1e34483a4ccf57b51598932_94)] | | |

| [Consolidated Balance Sheets as of June 30, [removed: 202](#ibb6b906051a14d77be3f94a18b56fa34_97)[2](#ibb6b906051a14d77be3f94a18b56fa34_97)] [added: 202](#i4af7a7b9e1e34483a4ccf57b51598932_97)[3](#i4af7a7b9e1e34483a4ccf57b51598932_97)] [and [removed: 202](#ibb6b906051a14d77be3f94a18b56fa34_97)[1](#ibb6b906051a14d77be3f94a18b56fa34_97)] [added: 20](#i4af7a7b9e1e34483a4ccf57b51598932_97)[22](#i4af7a7b9e1e34483a4ccf57b51598932_97)] | | | [removed: [57](#ibb6b906051a14d77be3f94a18b56fa34_97)] [added: [55](#i4af7a7b9e1e34483a4ccf57b51598932_97)] | | |

| [Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, [removed: 202](#ibb6b906051a14d77be3f94a18b56fa34_100)[2](#ibb6b906051a14d77be3f94a18b56fa34_100)[, 202](#ibb6b906051a14d77be3f94a18b56fa34_100)[1](#ibb6b906051a14d77be3f94a18b56fa34_100)[,] [added: 202](#i4af7a7b9e1e34483a4ccf57b51598932_100)[3](#i4af7a7b9e1e34483a4ccf57b51598932_100)[, 202](#i4af7a7b9e1e34483a4ccf57b51598932_100)[2](#i4af7a7b9e1e34483a4ccf57b51598932_100)[,] and [removed: 20](#ibb6b906051a14d77be3f94a18b56fa34_100)[20](#ibb6b906051a14d77be3f94a18b56fa34_100)] [added: 20](#i4af7a7b9e1e34483a4ccf57b51598932_100)[21](#i4af7a7b9e1e34483a4ccf57b51598932_100)] | | | [removed: [58](#ibb6b906051a14d77be3f94a18b56fa34_100)] [added: [56](#i4af7a7b9e1e34483a4ccf57b51598932_100)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, [removed: 202](#ibb6b906051a14d77be3f94a18b56fa34_103)[2](#ibb6b906051a14d77be3f94a18b56fa34_103)[, 202](#ibb6b906051a14d77be3f94a18b56fa34_103)[1](#ibb6b906051a14d77be3f94a18b56fa34_103)[,] [added: 202](#i4af7a7b9e1e34483a4ccf57b51598932_103)[3](#i4af7a7b9e1e34483a4ccf57b51598932_103)[, 202](#i4af7a7b9e1e34483a4ccf57b51598932_103)[2](#i4af7a7b9e1e34483a4ccf57b51598932_103)[,] and [removed: 20](#ibb6b906051a14d77be3f94a18b56fa34_103)[20](#ibb6b906051a14d77be3f94a18b56fa34_103)] [added: 20](#i4af7a7b9e1e34483a4ccf57b51598932_103)[21](#i4af7a7b9e1e34483a4ccf57b51598932_103)] | | | [removed: [59](#ibb6b906051a14d77be3f94a18b56fa34_103)] [added: [57](#i4af7a7b9e1e34483a4ccf57b51598932_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibb6b906051a14d77be3f94a18b56fa34_106)] [added: Statements](#i4af7a7b9e1e34483a4ccf57b51598932_106)] | | | [removed: [60](#ibb6b906051a14d77be3f94a18b56fa34_106)] [added: [58](#i4af7a7b9e1e34483a4ccf57b51598932_106)] | | |

| [Schedule II—Valuation and Qualifying [removed: Accounts](#ibb6b906051a14d77be3f94a18b56fa34_181)] [added: Accounts](#i4af7a7b9e1e34483a4ccf57b51598932_178)] | | | [removed: [96](#ibb6b906051a14d77be3f94a18b56fa34_181)] [added: [95](#i4af7a7b9e1e34483a4ccf57b51598932_178)] | | |

We have audited the accompanying consolidated balance sheets of Broadridge Financial Solutions, Inc. and subsidiaries (the “Company”) as of June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

| 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 [removed: income tax (“EBIT”),] [added: interest and taxes,] 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 [removed: EBIT margins,] [added: earnings before interest and taxes,] including projections of revenues, and the selection of the terminal value growth rate and [removed: the] discount rate assumptions. The goodwill balance was [removed: $3,484.9] [added: $3,461.6] million as of June 30, [removed: 2022,] [added: 2023,] which is allocated among various reporting units. During fiscal year [removed: 2022,] [added: 2023,] the Company performed the required impairment tests of [removed: Goodwill] [added: 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 [removed: EBIT margins,] [added: earnings before interest and taxes,] including projections of revenues, selection of terminal [added: value] growth [added: rates] and the weighted-average cost of capital [removed: (used] [added: used] to determine the discount [removed: rate)] [added: rates] were appropriate. | | |

| How [removed: the] [added: this] Critical Audit Matter Was Addressed in the Audit | | |

| Our audit procedures related to the projected future operating cash flows based on forecasted [removed: EBIT margins,] [added: earnings before interest and taxes,] including projections of revenues, [removed: and the] selection of the terminal value growth [removed: rate] [added: rates] and [added: weighted-average cost of capital used to determine the] discount [removed: rate] [added: rates] for certain of the reporting units included the following, among others: [removed: •We] [added: • We] tested the effectiveness of controls over goodwill, including those over the projected future operating cash flows [added: based on forecasted earnings before interest] and [added: taxes, including projections of revenues, and] the selection of the [removed: discount, and] terminal value growth [added: rates and weighted-average cost of capital used to determine the discount] rates. [removed: •We] [added: • We] performed a sensitivity analysis on the projected future operating cash flows to determine what revenue and [removed: EBIT] [added: earnings before interest and taxes] growth [removed: rate is] [added: rates are] needed to cause an impairment for [removed: each] [added: certain of the] reporting [removed: unit. •We] [added: units. • We] evaluated the reasonableness of management’s projected future operating cash flows based on forecasted [removed: EBIT margins,] [added: earnings before interest and taxes,] including projections of revenues by comparing to (1) historical results for [removed: significant] [added: certain of the] 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. [removed: •We] [added: • We] considered the impact of changes in the regulatory environment, uncertainty in the market, and economic conditions on management’s forecasts. [removed: •With] [added: • With] the assistance of our fair value specialists, we evaluated the discount [removed: rates,] [added: rate] and terminal value growth [removed: rates,] [added: rate for certain of the reporting units,] 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 [added: discount and terminal value growth] rates selected by management. | | |

| | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenues | | | (Note 3) | | | | | | $ | [removed: 5,709.1] [added: 6,060.9] | | | | | $ | [removed: 4,993.7] [added: 5,709.1] | | | | | $ | [removed: 4,529.0] [added: 4,993.7] | |

| Cost of revenues | | | | | | | | | [removed: 4,116.9] [added: 4,275.5] | | | | | | [removed: 3,570.8] [added: 4,116.9] | | | | | | [removed: 3,265.1] [added: 3,570.8] | | |

| Selling, general and administrative expenses | | | | | | | | | [removed: 832.3] [added: 849.0] | | | | | | [removed: 744.3] [added: 832.3] | | | | | | [removed: 639.0] [added: 744.3] | | |

| Total operating expenses | | | | | | | | | [removed: 4,949.2] [added: 5,124.5] | | | | | | [removed: 4,315.0] [added: 4,949.2] | | | | | | [removed: 3,904.1] [added: 4,315.0] | | |

| Operating income | | | | | | | | | [removed: 759.9] [added: 936.4] | | | | | | [removed: 678.7] [added: 759.9] | | | | | | [removed: 624.9] [added: 678.7] | | |

| Interest expense, net | | | (Note 5) | | | | | | [removed: (84.7)] [added: (135.5)] | | | | | | [removed: (55.2)] [added: (84.7)] | | | | | | [removed: (58.8)] [added: (55.2)] | | |

| Other non-operating income (expenses), net | | | | | | | | | [removed: (3.0)] [added: (6.0)] | | | | | | [removed: 72.7] [added: (3.0)] | | | | | | [removed: 13.4] [added: 72.7] | | |

| Earnings before income taxes | | | | | | | | | [removed: 672.2] [added: 794.9] | | | | | | [removed: 696.2] [added: 672.2] | | | | | | [removed: 579.5] [added: 696.2] | | |

| Provision for income taxes | | | (Note [removed: 17)] [added: 18)] | | | | | | [removed: 133.1] [added: 164.3] | | | | | | [removed: 148.7] [added: 133.1] | | | | | | [removed: 117.0] [added: 148.7] | | |

| Net earnings | | | | | | | | | $ | [removed: 539.1] [added: 630.6] | | | | | $ | [removed: 547.5] [added: 539.1] | | | | | $ | [removed: 462.5] [added: 547.5] | |

| Basic earnings per share | | | | | | | | | $ | [removed: 4.62] [added: 5.36] | | | | | $ | [removed: 4.73] [added: 4.62] | | | | | $ | [removed: 4.03] [added: 4.73] | |

| Diluted earnings per share | | | | | | | | | $ | [removed: 4.55] [added: 5.30] | | | | | $ | [removed: 4.65] [added: 4.55] | | | | | $ | [removed: 3.95] [added: 4.65] | |

| Basic | | | (Note 4) | | | | | | [removed: 116.7] [added: 117.7] | | | | | | [removed: 115.7] [added: 116.7] | | | | | | [removed: 114.7] [added: 115.7] | | |

| Diluted | | | (Note 4) | | | | | | [removed: 118.5] [added: 119.0] | | | | | | [removed: 117.8] [added: 118.5] | | | | | | [removed: 117.0] [added: 117.8] | | |

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net earnings | | | | | | $ | [removed: 539.1] [added: 630.6] | | | | | $ | [removed: 547.5] [added: 539.1] | | | | | $ | [removed: 462.5] [added: 547.5] | |

| Foreign currency translation adjustments | | | | | | [removed: (247.0)] [added: (59.4)] | | | | | | [removed: 117.6] [added: (247.0)] | | | | | | [removed: (26.4)] [added: 117.6] | | |

| Pension and post-retirement liability adjustment, net of tax (provision) benefit of [removed: $(3.4), $(0.1)] [added: $(0.1), $(3.4)] and [removed: $0.9] [added: $(0.1)] for the years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively | | | | | | [removed: 10.6] [added: 0.2] | | | | | | [removed: 0.3] [added: 10.6] | | | | | | [removed: (2.8)] [added: 0.3] | | |

| Fair market value loss on cash flow hedge, net of tax (provision) benefit of [added: $(0.3),] $(0.2), [removed: $2.6,] and [removed: $—] [added: $2.6] for the years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively | | | | | | 0.8 | | | | | | [removed: (8.2)] [added: 0.8] | | | | | | [removed: —] [added: (8.2)] | | |

| Total other comprehensive income (loss), net | | | | | | [removed: (235.6)] [added: (58.4)] | | | | | | [removed: 109.7] [added: (235.6)] | | | | | | [removed: (29.2)] [added: 109.7] | | |

| Comprehensive income | | | | | | $ | [removed: 303.6] [added: 572.2] | | | | | $ | [removed: 657.2] [added: 303.6] | | | | | $ | [removed: 433.3] [added: 657.2] | |

| | | | [added: June 30, 2023] | | | | | | June 30, 2022 | | | | | | June 30, 2021 | | |

| Cash and cash equivalents | | | | | | | | | $ | [removed: 224.7] [added: 252.3] | | | | | $ | [removed: 274.5] [added: 224.7] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $6.8] [added: $7.2] and [removed: $9.3,] [added: $6.8,] respectively | | | | | | | | | [removed: 946.9] [added: 974.0] | | | | | | [removed: 820.3] [added: 946.9] | | |

August 8, 2023

| Deferred client conversion and start-up costs | | | (Note 11) | | | | | | 937.0 | | | | | | 1,232.3 | | |

| Current portion of long-term debt | | | (Note 14) | | | | | | $ | 1,178.5 | | | | | $ | — | |

| Net earnings | | | | | | $ | 630.6 | | | | | $ | 539.1 | | | | | $ | 547.5 | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 630.6 | | | | | | — | | | | | | (58.4) | | | | | | 572.2 | | |

| Balances, June 30, 2023 | | | | | | 154.5 | | | | | | $ | 1.6 | | | | | $ | 1,436.8 | | | | | $ | 3,113.0 | | | | | $ | (2,026.1) | | | | | $ | (284.7) | | | | | $ | 2,240.6 | |

Through our Retirement and Workplace Trade processing business, Broadridge provides automated mutual fund and exchange-traded funds trade processing services for financial institutions who submit trades on behalf of their clients such as qualified and non-qualified retirement plans and individual wealth accounts.

In addition, Broadridge provides fiduciary-focused learning and development, software and technology, and data and analytics services to advisors, institutions and asset managers across the retirement and wealth ecosystem.

- Global Technology and Operations \- Broadridge’s Global Technology and Operations business provides the non-differentiating yet mission-critical infrastructure to the global financial markets.

As a leading software as a service (“SaaS”) provider, Broadridge offers capital markets, wealth and investment management firms modern technology to enable growth, simplify their technology stacks and mutualize costs.

Broadridge’s Wealth Management business provides solutions for advisors and investors and also streamlines back- and middle-office operations for broker-dealers by providing systems for critical post-trade activities, including books and records, transaction processing, clearance and settlement, and reporting.

Broadridge’s Investment Management business provides portfolio and order management solutions for traditional and alternative asset managers, which bring insights into trading, portfolio construction, risk and analytics.

Broadridge’s solutions connect asset managers to a global network of broker-dealers for trade execution and post-trade matching and confirmation.

The combination of the front-office solutions from the 2021 acquisition of Itiviti Holding AB (“Itiviti”) and Broadridge’s post-trade product suite and other capital markets capabilities enables clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes.

Refer to Note 11, “Deferred Client Conversion and Start-up Costs” for a further description of the Company’s Deferred client conversion and start-up costs.

*Recently Issued Accounting Pronouncements*

In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU No. 2021-08”), which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers.

ASU No. 2021-08 is effective for the Company in the first quarter of fiscal year 2024.

Early adoption of the amendments is permitted, including adoption in an interim period.

The Company is currently assessing the impact that the adoption of ASU No. 2021-08 will have on its Consolidated Financial Statements.

| Regulatory | | | $ | 1,141.4 | | | | | $ | 1,075.4 | | | | | $ | 937.9 | |

| Issuer | | | 242.6 | | | | | | 215.9 | | | | | | 188.5 | | |

| Customer communications | | | 673.1 | | | | | | 615.4 | | | | | | 568.3 | | |

| Total ICS Recurring revenues | | | 2,461.4 | | | | | | 2,270.3 | | | | | | 2,036.9 | | |

| Equity and other | | | 116.5 | | | | | | 115.0 | | | | | | 123.0 | | |

| Mutual funds | | | 94.5 | | | | | | 154.4 | | | | | | 112.1 | | |

| Distribution revenues | | | 1,863.1 | | | | | | 1,717.0 | | | | | | 1,548.3 | | |

| Total ICS Revenues | | | $ | 4,535.6 | | | | | $ | 4,256.6 | | | | | $ | 3,820.2 | |

| Capital markets | | | $ | 965.2 | | | | | $ | 902.7 | | | | | $ | 656.0 | |

| Total GTO Recurring revenues | | | 1,525.2 | | | | | | 1,452.4 | | | | | | 1,173.5 | | |

| Recurring revenues | | | $ | 3,986.7 | | | | | $ | 3,722.7 | | | | | $ | 3,210.4 | |

| Event-driven revenues | | | 211.0 | | | | | | 269.4 | | | | | | 235.0 | | |

| Distribution revenues | | | 1,863.1 | | | | | | 1,717.0 | | | | | | 1,548.3 | | |

| Total Revenues | | | $ | 6,060.9 | | | | | $ | 5,709.1 | | | | | $ | 4,993.7 | |

| | | | | | |

| Securities (a) | | | | | | 141.3 | | | | | | — | | | | | | — | | | | | | 141.3 | | |

| Derivative asset | | | | | | — | | | | | | 66.7 | | | | | | — | | | | | | 66.7 | | |

| Total assets as of June 30, 2023 | | | | | | $ | 142.0 | | | | | $ | 66.7 | | | | | $ | — | | | | | $ | 208.7 | |

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

(a) Includes investments related to the Company’s Defined Benefit Pension Plans and Executive Retirement and Savings Plan (the “ERSP”).

August 12, 2022

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

| Balances, June 30, 2019 | | | | | | 154.5 | | | | | | $ | 1.6 | | | | | $ | 1,109.3 | | | | | $ | 2,087.7 | | | | | $ | (1,999.8) | | | | | $ | (71.2) | | | | | $ | 1,127.5 | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 462.5 | | | | | | — | | | | | | (29.2) | | | | | | 433.3 | | |

| Cumulative effect of changes in accounting principle | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.2 | | | | | | — | | | | | | — | | | | | | 0.2 | | |

Through Matrix Financial Solutions, Inc. (“Matrix”), Broadridge provides mutual fund trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals.

Broadridge’s solutions provide automated straight through processing 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.

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

Certain prior period amounts have been reclassified to conform to the current year presentation where applicable.

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

U.

Subsequent Events. In preparing the accompanying Consolidated Financial Statements, the Company has reviewed events that have occurred after June 30, 2022 through the date of issuance of the Consolidated Financial Statements.

Refer to Note 21, “Subsequent Events” for a description of the Company’s subsequent events.

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

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

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

| Total ICS Recurring fee revenues | | | 2,275.0 | | | | | | 2,042.1 | | | | | | 1,838.7 | | |

| 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 | |

| Total GTO Recurring fee revenues | | | 1,474.4 | | | | | | 1,186.2 | | | | | | 1,107.4 | | |

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

| Event-driven fee revenues | | | 269.6 | | | | | | 235.5 | | | | | | 176.3 | | |

Financial information on each transaction is as follows:

- Goodwill is not tax deductible.

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

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

The following represents the fiscal year 2020 acquisitions:

Fiscal Year 2020 Acquisitions:

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

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

| | | | | | | 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 | | |

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer as of June 30, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022.][added: 2023.]

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: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

August 8, 2023

August 12, 2022

On June 7, 2023, the Company’s Chief Executive Officer, Timothy C.

Gokey, adopted a Rule 10b5-1 trading arrangement (the “Rule 10b5-1 Plan”) for the sale of securities of the Company.

The Rule 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

The Rule 10b5-1 Plan allows for the contemporaneous exercise of options expiring on February 9, 2025, and sale of up to 72,222 underlying shares of the Company’s common stock received upon exercise, subject to the satisfaction of the Company’s stock retention and holding period requirements.

The Rule 10b5-1 Plan will expire on December 7, 2023.

None.

We incorporate by reference the information responsive to this Item appearing in our definitive proxy statement to be filed within 120 days after the fiscal year ended June 30, [removed: 2022] [added: 2023] (the “Proxy Statement”).

Date: August [removed: 12, 2022][added: 8, 2023]

| /s/ TIMOTHY C. GOKEY | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| /s/ EDMUND L. REESE | | | | | | Corporate Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| /s/ RICHARD J. DALY | | | | | | Executive Chairman of the Board of Directors | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| /S/ LESLIE A. BRUN | | | | | | Lead Independent Director | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| /S/ PAMELA L. CARTER | | | | | | Director | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| /S/ ROBERT N. DUELKS | | | | | | Director | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| /S/ MELVIN L. FLOWERS | | | | | | Director | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| /S/ BRETT A. KELLER | | | | | | Director | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| /S/ MAURA A. MARKUS | | | | | | Director | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| /s/ ANNETTE L. NAZARETH | | | | | | Director | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| /S/ THOMAS J. PERNA | | | | | | Director | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| /S/ AMIT K. ZAVERY | | | | | | Director | | | August [removed: 12, 2022] [added: 8, 2023] | | |

| [1.3](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex1d1.htm) | | | | | | [Underwriting Agreement, dated as of June 21, 2016, among Broadridge Financial Solutions, Inc. and J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 of Form 8-K filed on June [removed: 2](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex1d1.htm)[7](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex1d1.htm)[, 2016)](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex1d1.htm)[](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex1d1.htm)] [added: 27, 2016)](https://www.sec.gov/Archives/edgar/data/1383312/000110465916129562/a16-13927_1ex1d1.htm)] | | | | | | | | |

| [4.5](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm) | | | | | | [Form of Broadridge Financial Solutions, Inc. 2.900% Senior Note due 2029 (incorporated by reference to Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm)[3] [added: 4.3] and included in Exhibit [removed: 4.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm) [to] [added: 4.2 to] Form 8-K filed on December 9, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000065/ex42fourthsuppindenture.htm) | | | | | | | | |

| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit46form10-k2022.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit46form10-k2022.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)] | | | | | | | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit102amendedandrestat.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)] | | | | | | [Broadridge Financial Solutions, Inc. Director Deferred Compensation Plan (Amended and Restated [removed: Effective January 1, 2019)] [added: Effective](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm) [December 7, 2022](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)[)] (incorporated by reference to Exhibit [removed: 10.2 to Form 8-K filed on November 14, 2018)](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit102amendedandrestat.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)[1](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm) [to Form](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm) [filed on](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm) [May 2, 2023](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)[)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)] | | | | | | | | |

| [10.22](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm) | | | | | | [Form of Stock Option Grant Award Agreement for U.S. Non-Employee [removed: Directors](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm) [(](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)[incorporated](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm) [by] [added: Directors (incorporated by] reference to [removed: Exhibi](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)[t] [added: Exhibit] 10.26 to Form 10-K filed on August 12, [removed: 202](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)[1)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)] | | | | | | | | |

| [10.24](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1028form10-k2021.htm) | | | | | | [Form of Restricted Stock Unit Grant Award Agreement (Performance-Based) for U.S. Corporate Officers](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1028form10-k2021.htm) [removed: [](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1028form10-k2021.htm)] [](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1028form10-k2021.htm)[(incorporated by reference to Exhibit 10.28 to Form 10-K filed on August 12, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1028form10-k2021.htm) | | | | | | | | |

| [10.29*](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex102ibm_kyndrylxnovationx.htm) | | | | | | [Novation Agreement, dated July 28, 2021, among Broadridge Financial Solutions, Inc., International Business Machines Corporation and Kyndryl, Inc. (incorporated by reference [removed: to](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex102ibm_kyndrylxnovationx.htm) [Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex102ibm_kyndrylxnovationx.htm)[2](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex102ibm_kyndrylxnovationx.htm) [to] [added: to Exhibit 10.2 to] Form 10-Q filed on November 3, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex102ibm_kyndrylxnovationx.htm) | | | | | | | | |

| [removed: [10.31](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex10110-q2q2022.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex10110-q2q2022.htm)[0](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex10110-q2q2022.htm)] | | | | | | [First Amendment dated as of December 23, 2021 to the Term Credit Agreement dated as of March 27, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex10110-q2q2022.htm) [(incorporated] [added: Agent (incorporated] by [removed: referen](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex10110-q2q2022.htm)[ce to](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex10110-q2q2022.htm) [Exhibit] [added: reference to Exhibit] 10.1 to Form 10-Q filed on February 1, 2022)](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex10110-q2q2022.htm) | | | | | | | | |

| [removed: [10.32](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex1022q2022.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex1022q2022.htm)[1](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex1022q2022.htm)] | | | | | | [removed: [Fi](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex1022q2022.htm)[rst] [added: [First] Amendment dated as of December 23, 2021 to the Amended and Restated Credit Agreement dated as of April 23, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex1022q2022.htm) [(incorporated] [added: Agent (incorporated] by [removed: refer](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex1022q2022.htm)[ence] [added: reference] to [removed: Exh](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex1022q2022.htm)[ibit] [added: Exhibit] 10.2 to Form 10-Q filed on February 1, 2022)](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000007/ex1022q2022.htm) | | | | | | | | |

| [removed: [14.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit141codeofbusinessan.htm)] [added: [14.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex141codeofbusinessconduct.htm)] | | | | | | [Code of Business Conduct and [removed: Ethics](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit141codeofbusinessan.htm)] [added: Ethics](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex141codeofbusinessconduct.htm)] | | | | | | | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit21-subsidiaries2022.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit21-subsidiaries.htm)] | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit21-subsidiaries2022.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit21-subsidiaries.htm)] | | | | | | | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit23form10-k2022.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit23form10-k2023.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit23form10-k2022.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit23form10-k2023.htm)] | | | | | | | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit311form10-k2022.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit31110-k2023.htm)] | | | | | | [Certification of the Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit311form10-k2022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit31110-k2023.htm)] | | | | | | | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit312form10-k2022.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit31210-k2023.htm)] | | | | | | [Certification of the Chief Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit312form10-k2022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit31210-k2023.htm)] | | | | | | | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit321form10-k2022.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit32110-k2023.htm)] | | | | | | [Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit321form10-k2022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit32110-k2023.htm)] | | | | | | | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit322form10-k2022.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit32210-k2023.htm)] | | | | | | [Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331222000037/exhibit322form10-k2022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/exhibit32210-k2023.htm)] | | | | | | | | |

| 101 | | | | | | The following financial statements from the Broadridge Financial Solutions, Inc. Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2022,] [added: 2023,] formatted in eXtensible Business Reporting Language (XBRL): (i) consolidated statements of earnings for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (ii) consolidated statements of comprehensive income for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (iii) consolidated balance sheets as of June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] (iv) consolidated statements of cash flows for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (v) consolidated statements of stockholders’ equity for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] and (vi) the notes to the Consolidated Financial Statements. | | | | | | | | |

| /S/ EILEEN K. MURRAY | | | | | | Director | | | August 8, 2023 | | |

| Eileen K. Murray | | | | | | | | | | | |

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

| [10.27](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm) | | | | | | [Amended and Restated Clawback Policy](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1027arclawbackpolicyfina.htm) | | | | | | | | |

| [10.32](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1032secondamttotermcredi.htm) | | | | | | [Second Amendment dated as of May 23, 2023 to the Term Credit Agreement dated as of March 27, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1032secondamttotermcredi.htm) | | | | | | | | |

| [10.33](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1033amttorevolvercredita.htm) | | | | | | [Second Amendment dated as of May 23, 2023 to the Amended and Restated Credit Agreement dated as of April 23, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex1033amttorevolvercredita.htm) | | | | | | | | |

| [19.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex191insidertradingpolicy.htm) | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex191insidertradingpolicy.htm) | | | | | | | | |

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

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

| [10.27](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000045/ex101clawbackpolicy.htm) | | | | | | [Clawback Policy (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2020)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000045/ex101clawbackpolicy.htm) | | | | | | | | |

| [10.30*](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex10-3novationagreementuk.htm) | | | | | | [Novation Agreement, dated August 19, 2021, among Broadridge Financial Solutions, Inc., IBM United Kingdom Limited and Kyndryl UK Limited (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on November 3, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000057/ex10-3novationagreementuk.htm) | | | | | | | | |