Broadridge Financial Solutions (BR) 10-K risk factor changes: FY2024 vs FY2023

Changes in laws and regulations could require changes in the services we [removed: provide or] [added: provide,] the manner in which we provide our services, [added: the fees we charge for our services,] or they could result in a reduction or elimination of the demand for our services.

[removed: Our] [added: For example, our] investor communications services and the fees we charge our clients for certain services are subject to change if applicable SEC or stock exchange rules or regulations are amended, or new laws or regulations are [removed: adopted, which could result] [added: adopted that change the proxy materials, regulatory disclosures, or other communications issuers are required to send or the manner] in [removed: a material negative impact on our business and financial results.][added: which they send them.]

In fiscal year [removed: 2023,] [added: 2024,] our largest client accounted for approximately [removed: 7%] [added: 8%] of our consolidated revenues.

Such costs for all clients represented approximately 11% of our total assets as of June 30, [removed: 2023,] [added: 2024,] with one client representing a large portion of this amount.

Security breaches or cybersecurity [removed: attacks] [added: incidents] could adversely affect our [added: financial results and] ability to operate, could result in personal, confidential or proprietary information being misappropriated, and may cause us to be held liable or suffer harm to our reputation.

[removed: However, information] [added: Information] security threats continue to evolve resulting in increased risk and exposure and increased costs to protect against the threat of information security breaches or to respond to or alleviate problems caused by such breaches.

In certain circumstances, our third-party vendors may [added: also] have access to sensitive data including personal information.

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

[removed: However, despite those safeguards, it is possible that] [added: Further,] unauthorized individuals could improperly access our systems or those of our vendors, or improperly obtain or disclose the sensitive data including personal information that we or our vendors process or handle.

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

[removed: Our] [added: In addition, our] insurance coverage may not be adequate to cover all the costs related to cybersecurity [removed: attacks] [added: incidents] or disruptions resulting from such events.

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

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

- failure to maintain adequate operational systems and [removed: infrastructure;][added: infrastructure or comply with internal policies and procedures;]

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

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

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

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

As of June 30, [removed: 2023,] [added: 2024,] we had [removed: $3,413.3] [added: $3,355.1] million in aggregate [removed: principal] [added: carrying] amount of total debt.

Additionally, our revolving credit facility has a remaining borrowing capacity of $1,500.0 million as of June 30, [removed: 2023.][added: 2024.]

Goodwill, intangible assets, net, and deferred client conversion and start-up costs accounted for approximately [removed: 71%] [added: 69%] of the total assets on our balance sheet as of June 30, [removed: 2023.][added: 2024.]

Such changes in laws or regulations could result in a material negative impact on our business and financial results.

Due to the nature of our products and services, we are subject to the risk of information security incidents, including those impacting our clients and third-party vendors.

Failure by our clients or third-party vendors to notify us in a timely manner of cybersecurity incidents impacting their operations could result in unauthorized access to our systems and data and materially affect our business, operations and financial results.

We face ongoing cybersecurity threats to our information technology infrastructure including data loss, data exfiltration, denial of service, and ransomware, among others.

We have experienced non-material cybersecurity incidents, attempts to breach our systems and other similar attacks, including incidents affecting our clients and third-party vendors, which if such attacks or attempts are successful in the future could cause harm to our business and our reputation and challenge our ability to provide reliable services, as well as negatively impact our results of operations and financial condition.

Any impact on our results of operations and financial condition may be material depending on the scope of the incident.

Examples of previous incidents include, but are not limited to, social engineering, phishing, and denial-of-service attacks.

If we fail to maintain an adequate information security program or implement sufficient security standards, technology or controls to protect against information security incidents or privacy breaches and identify and adapt to emerging security threats and risks, it could cause us to lose revenues, lose clients and/or damage to our reputation.

In addition, any unauthorized access to our information technology systems could result in the use, theft, or disclosure of confidential, sensitive, or personal data, destruction or modification of records, interruptions to our operations and delivery of our services and products, installation of malware, and the potential need to pay ransom.

As a result, we may incur significant costs to investigate and remediate such incidents, and to protect against future threats to our information security and information technology systems.

In addition, such incidents could give rise to legal actions from our clients and/or their customers and regulatory investigations and/or significant penalties and fines.

Further, there is increased focus, including by governments, regulators, our investors, employees, clients and other stakeholders, on sustainability matters, which has resulted in new or additional legal and regulatory requirements and may require increased compliance and operational costs.

In addition, if we fail to comply with applicable regulations and maintain practices that meet our stakeholders’ evolving expectations, it could harm our reputation, adversely affect our ability to attract and retain employees or clients and expose us to increased scrutiny from investors and regulatory authorities.

Our clients operate in highly regulated industries and rely on our services to meet some of their regulatory requirements.

In addition, some of our products, services and processes leverage machine learning and AI.

The use of such technology is subject to risk and may result in insufficient or inaccurate information.

These deficiencies could undermine the quality of these products and services provided to our clients, subjecting us to legal liability and reputational damage.

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

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

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

We have experienced cybersecurity threats to our information technology infrastructure and have experienced non-material cybersecurity attacks, attempts to breach our systems and other similar incidents.

Future threats could cause harm to our business and our reputation and challenge our ability to provide reliable service, as well as negatively impact our results of operations materially.

Any 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.

We may incur significant costs to protect against the threat of information security breaches or to respond to or alleviate problems caused by such breaches.

For example, laws may require notification to regulators, clients or employees and enlisting credit monitoring or identity theft protection in the event of a privacy breach.

A cybersecurity attack could also be directed at our systems and result in interruptions in our operations or delivery of services to our clients and their customers.

Furthermore, a security breach could cause us to lose revenues, lose clients or cause damage to our reputation.

*This discussion summarizes the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal years ended June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: 2022] [added: 2023] (the [removed: “2022] [added: “2023] Annual Report”), which was filed with the Securities and Exchange Commission on August [removed: 12, 2022.*][added: 8, 2023.*]

We had [removed: $3,461.6] [added: $3,469.4] million of Goodwill as of June 30, [removed: 2023.][added: 2024.]

The Company has estimated foreign net operating loss carryforwards of approximately [removed: $45.1] [added: $46.2] million as of June 30, [removed: 2023] [added: 2024] of which [removed: $7.6] [added: $7.3] million are subject to expiration in the June 30, 2026 through June 30, [removed: 2042] [added: 2043] period.

The remaining [removed: $37.5] [added: $38.8] million of carryforwards has an indefinite utilization period.

In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately [removed: $35.3] [added: $30.1] million of which [removed: $15.5] [added: $12.4] million are subject to expiration in the June 30, [removed: 2024] [added: 2025] through June 30, 2037 period with the balance of [removed: $19.8] [added: $17.6] million having an indefinite utilization period.

The Company did not generate federal net operating losses for the fiscal year ended June 30, [removed: 2023.][added: 2024.]

The Company has recorded valuation allowances of [removed: $10.3] [added: $10.8] million and [removed: $10.7] [added: $10.3] million at June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year [removed: 2023] [added: 2024] stock option grants would result in an approximate [removed: $3.1] [added: $2.4] million change in total pre-tax stock-based compensation expense for the fiscal year [removed: 2023] [added: 2024] 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: 2023] [added: 2024] stock option grants would result in an approximate [removed: $1.7] [added: $1.5] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2023] [added: 2024] 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: 2023] [added: 2024] stock option grants would result in an approximate $0.2 million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2023] [added: 2024] 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: 2023] [added: 2024] stock option grants would result in an approximate [removed: $1.4] [added: $1.5] million change in the total pre-tax stock-based compensation expense for the fiscal year [removed: 2023] [added: 2024] grants, which would be amortized over the vesting period.

The key performance indicators for the fiscal years ended June 30, [removed: 2023,] [added: 2024,] and [removed: 2022,] [added: 2023,] are as follows:

| Equity positions (Stock records) | | | [removed: 9] [added: 6] | | % | | | | [removed: 18] [added: 9] | | % |

| Mutual fund / ETF positions (Interim records) | | | [removed: 8] [added: 3] | | % | | | | [removed: 14] [added: 8] | | % |

| Internal Trade Growth | | | [removed: 4] [added: 13] | | % | | | | [removed: 1] [added: 4] | | % |

The following discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the fiscal year ended June 30, [removed: 2023] [added: 2024] compared to the fiscal year ended June 30, [removed: 2022.][added: 2023.]

Discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments for the fiscal year ended June 30, [removed: 2022] [added: 2023] compared to the fiscal year ended June 30, [removed: 2021] [added: 2022] is disclosed in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the [removed: 2022] [added: 2023] Annual Report.

“Restructuring [removed: Charges”] [added: and Other Related Costs”] represent [removed: severance] costs associated with the Company’s [removed: initiative] [added: Corporate Restructuring Initiative] to [removed: streamline] [added: exit and/or realign some of] our [added: businesses, streamline the Company’s] management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas.

During fiscal year [removed: 2022,] [added: 2024,] mutual fund proxy revenues were [removed: 57% greater] [added: 66% higher] than the prior fiscal year.

For the fiscal years ended June 30, [removed: 2023] [added: 2024] and June 30, [removed: 2022,] [added: 2023,] we reported Closed sales net of a 5.0% allowance adjustment.

For the fiscal years ended June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] Closed sales were [removed: $245.8] [added: $341.8] million and [removed: $279.5] [added: $245.8] million, respectively.

The fiscal years ended June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] are net of an allowance adjustment of [removed: $12.9] [added: $18.0] million and [removed: $14.8] [added: $12.9] million, respectively.

Fiscal Year [removed: 2023] [added: 2024] Compared to Fiscal Year [removed: 2022][added: 2023]

The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the dollar and percentage changes between periods:

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | | | | | | | | | | |

| Cost of revenues | | | [removed: 4,275.5] [added: 4,572.9] | | | | | | [removed: 4,116.9] [added: 4,275.5] | | | | | | [removed: 158.6] [added: 297.4] | | | | | | [removed: 4] [added: 7] | | | | | |

| Selling, general and administrative expenses | | | [removed: 849.0] [added: 916.8] | | | | | | [removed: 832.3] [added: 849.0] | | | | | | [removed: 16.7] [added: 67.8] | | | | | | [removed: 2] [added: 8] | | | | | |

| Total operating expenses | | | [removed: 5,124.5] [added: 5,489.7] | | | | | | [removed: 4,949.2] [added: 5,124.5] | | | | | | [removed: 175.3] [added: 365.2] | | | | | | [removed: 4] [added: 7] | | | | | |

| Operating income | | | [removed: 936.4] [added: 1,017.1] | | | | | | [removed: 759.9] [added: 936.4] | | | | | | [removed: 176.5] [added: 80.7] | | | | | | [removed: 23] [added: 9] | | | | | |

| Margin | | | [removed: 15.4] [added: 15.6] | | % | | | | [removed: 13.3] [added: 15.4] | | % | | | | | | | | | | [removed: 2.1] [added: 0.2] | | | pts | | |

| Interest expense, net | | | [removed: (135.5)] [added: (138.1)] | | | | | | [removed: (84.7)] [added: (135.5)] | | | | | | [removed: (50.9)] [added: (2.6)] | | | | | | [removed: 60] [added: 2] | | | | | |

| Other non-operating [removed: income (expenses),] [added: expenses,] net | | | [removed: (6.0)] [added: (1.7)] | | | | | | [removed: (3.0)] [added: (6.0)] | | | | | | [removed: (3.0)] [added: 4.3] | | | | | | [removed: 100] [added: (72)] | | | | | |

| Earnings before income taxes | | | [removed: 794.9] [added: 877.4] | | | | | | [removed: 672.2] [added: 794.9] | | | | | | [removed: 122.7] [added: 82.5] | | | | | | [removed: 18] [added: 10] | | | | | |

| Provision for income taxes | | | [removed: 164.3] [added: 179.3] | | | | | | [removed: 133.1] [added: 164.3] | | | | | | [removed: 31.2] [added: 15.0] | | | | | | [removed: 23] [added: 9] | | | | | |

| Effective tax rate | | | [removed: 20.7] [added: 20.4] | | % | | | | [removed: 19.8] [added: 20.7] | | % | | | | | | | | | | [removed: 0.9] [added: (0.3)] | | | pts | | |

| Net earnings | | | $ | [removed: 630.6] [added: 698.1] | | | | | $ | [removed: 539.1] [added: 630.6] | | | | | $ | [removed: 91.4] [added: 67.5] | | | | | [removed: 17] [added: 11] | | | | | |

| Basic earnings per share | | | $ | [removed: 5.36] [added: 5.93] | | | | | $ | [removed: 4.62] [added: 5.36] | | | | | $ | [removed: 0.74] [added: 0.57] | | | | | [removed: 16] [added: 11] | | | | | |

Fiscal Year 2024 Acquisition:

AdvisorTarget

In May 2024, the Company acquired AdvisorTarget, a market leader in providing asset management and wealth management firms with data products to help power digital marketing, sales and engagement programs targeting financial advisors.

AdvisorTarget is included in the Company’s ICS reportable segment.

The aggregate purchase price included $34.3 million in cash, $1.0 million in deferred payments, $1.6 million for the settlement of a preexisting relationship, and contingent consideration with a maximum potential pay-out of $30.5 million.

The contingent consideration is payable through fiscal year 2028 upon the achievement by the acquired business of certain defined revenue targets.

Net tangible liabilities assumed in the transaction were $3.1 million, and contingent liabilities incurred were valued at $14.0 million.

This acquisition resulted in $41.8 million of Goodwill, which is tax deductible.

Intangible assets acquired, which totaled $12.1 million, consist primarily of software technology and customer relationships, which are being amortized over a five-year life.

Announced Acquisition:

Kyndryl Securities Industry Services (“Kyndryl SIS”)

In May 2024, Broadridge announced the proposed acquisition of Kyndryl SIS to provide wealth management, capital markets, and information technology solutions to the Canadian financial services industry, expanding our product offerings in our Global Technology and Operations segment.

The total purchase price is approximately $200 million.

The acquisition is subject to customary closing conditions, including regulatory approvals.

| | | | 2024 | | | | | | 2023 | | |

“Litigation Settlement Charges” represents reserves established during the third and fourth quarter of 2024 related to the settlement of claims.

| Revenues | | | $ | 6,506.8 | | | | | $ | 6,060.9 | | | | | $ | 445.9 | | | | | 7 | | | | | |

The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2024 and 2023, and the dollar and percentage changes between periods:

| Total | | | $ | 6,506.8 | | | | | $ | 6,060.9 | | | | | $ | 445.9 | | | | | 7 | | |

- Event-driven revenues increased $74.2 million, or 35%, driven by higher mutual fund proxy, equity proxy contests and corporate action activity.

- Cost of revenues - The increase of $297.4 million primarily reflecting the impact of higher postage and distribution expenses in our ICS segment of $116.3 million, higher amortization and depreciation expense in our GTO segment of $62.8 million, higher Restructuring and Other Related costs of $42.6 million, and Litigation Settlement Charges of $18.4 million primarily for the settlement of litigation claims.

The decreased expense of $4.3 million was primarily driven by improved performance on investments associated with our retirement plans and other investments compared to the prior year period.

The higher excess tax benefit related to equity compensation contributed to the increase in total discrete tax benefits.

| Total | | | $ | 6,506.8 | | | | | $ | 6,060.9 | | | | | $ | 445.9 | | | | | 7 | | |

| Other | | | (246.3) | | | | | | (200.5) | | | | | | (45.8) | | | | | | 23 | | |

| Total | | | $ | 877.4 | | | | | $ | 794.9 | | | | | $ | 82.5 | | | | | 10 | | |

| 2024 | | | | | | 2023 | | | | | | Change | | | | | | | | | | | |

| Total | | | $ | 200.3 | | | | | $ | 214.4 | | | | | $ | (14.1) | | | | | (7) | | |

Fiscal Year 2024 Compared to Fiscal Year 2023

| 2024 | | | | | | 2023 | | | | | | Change | | | | | | | | | | | |

| Event-driven revenues | | | 285.2 | | | | | | 211.0 | | | | | | 74.2 | | | | | | 35 | | |

| Distribution revenues | | | 1,999.0 | | | | | | 1,863.1 | | | | | | 135.9 | | | | | | 7 | | |

| Total | | | $ | 4,857.9 | | | | | $ | 4,535.6 | | | | | $ | 322.3 | | | | | 7 | | |

- Event-driven revenues increased $74.2 million, or 35% driven by higher mutual fund proxy, equity proxy contests, and corporate action communications.

- Distribution revenues increased $135.9 million, or 7%, driven by the postage rate increase of approximately $116.3 million, as well as higher event-driven mailings.

- Earnings before income taxes increased $138.9 million, or 17%, primarily from higher Recurring revenue and higher event-driven revenue.

Fiscal Year 2024 Compared to Fiscal Year 2023

| 2024 | | | | | | 2023 | | | | | | Change | | | | | | | | | | | |

For the fiscal year ended June 30, 2024:

- Earnings before income taxes decreased $10.6 million, as higher revenues were more than offset by higher expenses, including an increase in amortization and depreciation expenses of $62.8 million.

During the fiscal years ended June 30, 2023 and June 30, 2022, there were no material acquisitions.

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

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

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

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

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

Recent Developments

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.

Conflict in Ukraine

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

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

We do not store any client data in Russia.

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

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

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

The revenues from those services represented less than 0.1% of our total revenues in fiscal year 2022 and 2023 and our outstanding accounts receivable from these entities is de minimis.

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

We have moved the services provided in Russia to other locations in Europe and Asia.

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

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

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

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

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

- Event-driven revenues decreased $58.3 million, or 22%, primarily due to the decrease in volume of mutual fund proxy communications.

- Cost of revenues - The increase of $158.6 million in Cost of revenues primarily reflects the impact of higher postage and distribution expenses in our Investor Communication Solutions segment of $169.4 million, offset by lower acquisition amortization of $35.8 million.

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

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

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

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

| Total | | | $ | 4,535.6 | | | | | $ | 4,256.6 | | | | | $ | 279.0 | | | | | 7 | | |

- Event-driven revenues decreased $58.3 million, or 22% primarily due to the decrease in volume of mutual fund proxy communications.

- Earnings before income taxes increased $86.8 million, or 12.0%.

The earnings benefit from higher Recurring revenue was partially offset by lower event-driven revenues.

Amortization expense from acquired intangibles decreased by $13.2 million to $55.5 million from $68.7 million in the prior period.

As of June 30, [removed: 2023, $1,178.5] [added: 2024, $1,117.9] million, or [removed: 35%,] [added: 33%,] of the Company’s total outstanding debt balance of [removed: $3,413.3] [added: $3,355.1] million is based on floating interest rates.

Our [removed: $1,178.5] [added: $1,117.9] million in variable rate debt at June 30, [removed: 2023] [added: 2024] consists of the outstanding portion of our Fiscal [removed: 2021] [added: 2024 Amended] Term [removed: Loans] [added: Loan] which bears interest at Adjusted Term SOFR plus [removed: 1.100%] [added: 1.250%] per annum (subject to [removed: step-ups] [added: a step-up] to Adjusted Term SOFR plus [removed: 1.350%] [added: 1.375%] or [removed: a step-down] [added: step-downs] to [added: Adjusted Term] SOFR plus [removed: 0.850%] [added: 1.125% and Adjusted Term SOFR plus 1.000% in each case,] based on ratings).

We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings of a change in market interest rates on amounts borrowed from the revolving credit facility and Fiscal [removed: 2021] [added: 2024 Amended] Term Loans during the fiscal year ended June 30, [removed: 2023.][added: 2024.]

Assuming a hypothetical increase of one hundred basis points in interest rates on our variable rate debt during the fiscal year ended June 30, [removed: 2023] [added: 2024] and June 30, [removed: 2022,] [added: 2023,] our pre-tax earnings would have decreased by approximately [removed: $18.7] [added: $14.4] million and [removed: $19.7] [added: $18.7] million, respectively; however, 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: 13%] [added: 14%] of our fiscal year [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] the fair value of these derivatives is an asset of [removed: $66.7] [added: $59.9] million.

For the fiscal year ended June 30, [removed: 2023] [added: 2024] and June 30, [removed: 2022,] [added: 2023,] a hypothetical 10% decrease in the value of the Canadian dollar, the British pound, the Euro, the Indian [removed: Rupee] [added: 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: $15.2] [added: $22.5] million and [removed: $12.8] [added: $15.2] million, respectively.

The Investor Communication Solutions segment is the larger of our two business segments and its revenues represented approximately 75% and 75% of our total Revenues in fiscal years [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, including the foreign exchange impact from revenues generated in currencies other than the United States of America (“U.S.”) dollar.

We offer [added: electronic and] traditional hard copy [removed: 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; email notification to investors [removed: notifying] [added: alerting] them that proxy materials are available; and proxy voting via paper, telephone, online or mobile app.

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

We bill public companies for the proxy services performed, collect the [removed: fees] [added: fees,] and remit to the Nominee its portion of the fees.

Voting can be instructed for the entire position, by account vote [removed: group] [added: group,] or on an individual account basis either manually or automatically based on the recommendations of participating governance research providers.

These services include prospectus [removed: delivery,] [added: delivery and the] distribution of annual and semi-annual shareholder [removed: reports, trade confirmations, account statements and other communications.][added: reports.]

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

In addition to our fund solutions, we also provide 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, [removed: and] bankruptcies, and global class action services for the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products.

These solutions include [removed: our] [added: institutional and retail] global proxy [added: services] and shareholder [removed: rights compliance services, as well as environmental, social and governance (“ESG”) offerings] [added: data] and [removed: shareholder meeting] analytics.

[removed: Our] [added: In addition to our proxy services, we provide regulatory] communications solutions [added: that] enable global asset managers to communicate with large audiences of investors efficiently and reliably by centralizing all investor communications through one resource.

We provide composition, printing, filing, and distribution services for regulatory reports, [removed: prospectuses] [added: prospectuses,] and proxy materials, as well as [added: mutual fund] proxy solicitation services.

[removed: Our] [added: In addition, our] marketing and transactional communications solutions provide a content management and omni-channel distribution platform for marketing and sales communications for asset [removed: managers] [added: managers, insurance providers] and retirement service providers.

[removed: In addition, our] [added: Our] data and analytics solutions provide investment product distribution data, [added: predictive modeling,] analytical tools, and insights and research to enable asset managers to optimize product distribution across retail and institutional channels globally.

Through our Retirement and Workplace [removed: 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.

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

[removed: In addition, we] [added: We also] 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.

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

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

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

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 [removed: engagement] [added: engagement,] and ESG solutions.

- Proxy services – we provide complete project management for the entire annual meeting process including registered and beneficial proxy materials distribution, vote [removed: processing] [added: processing,] and tabulation through our ShareLink® solution.

These services provide aggregated shareholder data and analytics, shareholder delivery [removed: preferences] [added: preferences,] and voting trends.

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

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

We also provide registrar, stock [removed: transfer] [added: transfer,] and record-keeping services through our transfer agency services.

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

- deliver customer communications across print, digital, email, short message service [removed: (SMS)] [added: (“SMS”)] and emerging channels, such as interactive microsites and personal cloud services, with one connection; and

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

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

Our Wealth Management business provides solutions for advisors and investors and [removed: 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, [removed: risk] [added: risk,] and analytics.

The Global Technology and Operations segment’s revenues represented approximately 25% and 25% of our total Revenues in fiscal years [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the U.S. dollar.

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

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

These services include reference data management, securities financing, securities-based lending, collateral management, trade and transaction reporting, reconciliations, financial [removed: messaging] [added: messaging,] and asset servicing.

In addition, we provide comprehensive fixed income transaction processing capabilities to support clearance, settlement, custody, P&L [removed: reporting] [added: reporting,] and regulatory reporting for domestic and foreign fixed income instruments.

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

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

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

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

Broadridge, a Delaware corporation and a part of the S&P 500® Index (“S&P”), is a global financial technology leader powering investing, corporate governance, and communications.

We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds, that enable our clients to operate, innovate and grow.

Our trusted expertise and transformative technology provide the infrastructure and data to help improve our clients’ business performance and operational efficiency and modernize the investor experience.

We manage the entire communications process with both registered and beneficial stockholders and provide a complete platform for creating and distributing regulatory investor communications across multiple channels, including print, e-delivery, online, and mobile.

Our capital markets technology and our solutions deliver simplification and innovation across the trade lifecycle, from order initiation to settlement.

Our technology enables our clients to meet the requirements of market change such as the T+1 securities settlement cycle.

Specifically, our growth strategy is focused on three key themes: (i) driving democratization and digitization in governance , (ii) simplifying and innovating trading in capital markets, and (iii) modernizing wealth and investment management businesses.

We continue to leverage emerging technologies such as blockchain and artificial intelligence (“AI”) to deliver innovative solutions to our clients.

Our blockchain-enabled Distributed Ledger Repo (“DLR”) platform which combines distributed ledger technology with existing market settlement infrastructure provides clients added flexibility to manage their liquidity needs and execute cross-border intraday repo transactions through our DLR network.

In addition, we have introduced a number of AI-driven solutions such as BondGPT and continue to develop new AI applications to create a more efficient trading process for our clients.

We embrace the concept of the Service-Profit Chain, which directly connects employee engagement, client satisfaction, and the creation of shareholder value.

In furtherance of this principle, client satisfaction is a component of every full-time Broadridge associate’s compensation.

- provided services to 14 of the 15 largest U.S. wealth providers.

Finally, our investment management solutions compete with firms that provide portfolio management, compliance, and operational support solutions for asset managers and hedge funds.

Our strategy centers on four key pillars: architecture, data, cyber and data security, and AI*.*

Our technology connects industry participants across the financial services ecosystem forming a network that includes capital markets firms, broker-dealers, asset managers, public companies, and investors.

The data derived through these connections provides value to participants and is at the heart of our approach – which leverages this data to generate insights that drive innovation, address industry-wide challenges, accelerate product development, and inform decision making.

We conduct annual reviews with many of our clients around our cybersecurity and data security policies, practices and controls, which, together with our ongoing engagement with regulators across the world, helps us keep up with cybersecurity and data security standards and best practices and informs our product development and technology decisions.

For more information on our information security program, please refer to Item 1.C.

Cybersecurity of this Annual Report on Form 10-K.

Our multi-pronged approach to AI looks to launch next-generation capabilities while considering the protection of our clients’ and Broadridge’s data privacy and intellectual property.

We have integrated AI capabilities into several of our solutions and provide our associates with access to internal AI tools designed to modernize our approach to product development and enhance our overall productivity and efficiency.

Our product organization is committed to helping Broadridge grow, scale, and innovate.

We do so by providing our product managers with the tools, processes, and capabilities to promptly deliver solutions that address key client needs.

This empowers product managers with the insights they need to make data-driven decisions and prioritize resources effectively.

To cultivate the talent behind these products, we invest heavily in fostering a thriving community of highly skilled product associates.

This commitment is reflected in our diverse hiring practices, accelerated leadership development programs, and ongoing training opportunities.

We are also focused on enterprise transformation with a focus on next-generation technologies.

Our core strength lies in scalable, reusable platform components that empower developers and accelerate application delivery across the Company.

This emphasis on unified product disciplines ensures business units have seamless access to top tier expertise.

Furthermore, we leverage AI to unlock new commercial opportunities and enhance overall productivity.

To fuel this continuous innovation, we are building a robust foundation with workload-centric hosting platforms optimized for security, scalability, and efficiency.

This standardized technology stack, powered by industry-leading enterprise tools, is fundamental to our strategy of delivering best-in-class solutions with improved speed.

By focusing on these key areas, we aim to meet the evolving needs of our clients through our product and service offerings.

Recognized as 2024 Best Workplaces in Ireland and UK, as well as Best Workplaces in Technology (Ireland) and Best Workplaces for Development (UK).

These programs are designed to provide opportunities for associates at varying levels of the Company to expand their networks, gain valuable skills and knowledge to excel in their current roles, and enhance their leadership capabilities.

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

With over 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.

Our solutions enable better financial lives by powering investing, governance and communications and help reduce the need for our clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities.

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

We manage the entire communications process with both registered and beneficial stockholders.

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

We leverage these systems in order to provide our services.

Our mission-critical applications are designed to provide high levels of availability, scalability, reliability, and flexibility.

Cybersecurity

Our information security program is designed to meet the needs of our clients who entrust us with their sensitive information.

Our program includes encryption, data masking technology, data loss prevention technology, authentication technology, entitlement management, access control, anti-malware software, and transmission of data over private networks, among other systems and procedures designed to protect against unauthorized access to information, including by cyber-attacks.

Broadridge utilizes the National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity (the “NIST Framework”) issued by the U.S. government as a guideline to manage our cybersecurity-related risk.

The NIST Framework outlines 108 subcategories of security controls and outcomes over five functions: identify, protect, detect, respond and recover.

To further demonstrate our commitment to maintaining the highest levels of quality service, information security, and client satisfaction within an environment that fosters continual improvement, most of our business units and our core applications and facilities for the provision of many services including our proxy services, U.S. equity and fixed income securities processing services, and Kyndryl, Inc.’s data centers, are International Organization for Standardization (“ISO”) 27001 certified.

This security standard specifies the requirements for establishing, implementing, operating, monitoring, reviewing, maintaining and improving a documented Information Security Management System within the context of the organization’s overall business risks.

It specifies the requirements for the implementation of security controls customized to the needs of individual organizations.

The ISO 27001 standard addresses confidentiality, access control, vulnerability, business continuity, and risk assessment.

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

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

In addition, we conduct regular security awareness training and testing of our employees.

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

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

In the United Kingdom, we were recognized as one of the Best Workplaces, as well as one of the Best Workplaces for Wellbeing in 2023.

For information concerning the Company’s legal proceedings, reference is made to Note 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 the Fiscal Year Ended June 30, [removed: 2023][added: 2024]

The aggregate market value, as of December 31, [removed: 2022,] [added: 2023,] of common stock held by non-affiliates of the registrant was [removed: $15,676,528,458.][added: $24,045,781,479.]

As of August [removed: 4, 2023,] [added: 1, 2024,] there were [removed: 118,116,862] [added: 116,708,830] shares of the registrant’s common stock outstanding (excluding [removed: 36,344,265] [added: 37,752,297] 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: 2023] [added: 2024] are incorporated by reference into Part III.

| ITEM 1. | | | [removed: [Business](#i4af7a7b9e1e34483a4ccf57b51598932_16)] [added: [Business](#i659d06544acf4988af6045643675274c_16)] | | | [removed: [4](#i4af7a7b9e1e34483a4ccf57b51598932_16)] [added: [4](#i659d06544acf4988af6045643675274c_16)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i4af7a7b9e1e34483a4ccf57b51598932_19)] [added: Factors](#i659d06544acf4988af6045643675274c_19)] | | | [removed: [17](#i4af7a7b9e1e34483a4ccf57b51598932_19)] [added: [18](#i659d06544acf4988af6045643675274c_19)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i4af7a7b9e1e34483a4ccf57b51598932_22)] [added: Comments](#i659d06544acf4988af6045643675274c_22)] | | | [removed: [25](#i4af7a7b9e1e34483a4ccf57b51598932_22)] [added: [26](#i659d06544acf4988af6045643675274c_22)] | | |

| ITEM 2. | | | [removed: [Properties](#i4af7a7b9e1e34483a4ccf57b51598932_25)] [added: [Properties](#i659d06544acf4988af6045643675274c_25)] | | | [removed: [25](#i4af7a7b9e1e34483a4ccf57b51598932_25)] [added: [27](#i659d06544acf4988af6045643675274c_25)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i4af7a7b9e1e34483a4ccf57b51598932_28)] [added: Proceedings](#i659d06544acf4988af6045643675274c_28)] | | | [removed: [25](#i4af7a7b9e1e34483a4ccf57b51598932_28)] [added: [27](#i659d06544acf4988af6045643675274c_28)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i4af7a7b9e1e34483a4ccf57b51598932_31)] [added: Disclosures](#i659d06544acf4988af6045643675274c_31)] | | | [removed: [25](#i4af7a7b9e1e34483a4ccf57b51598932_31)] [added: [28](#i659d06544acf4988af6045643675274c_31)] | | |

| [PART [removed: II.](#i4af7a7b9e1e34483a4ccf57b51598932_34)] [added: II.](#i659d06544acf4988af6045643675274c_34)] | | | | | | [removed: [26](#i4af7a7b9e1e34483a4ccf57b51598932_34)] [added: [29](#i659d06544acf4988af6045643675274c_34)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4af7a7b9e1e34483a4ccf57b51598932_37)] [added: Securities](#i659d06544acf4988af6045643675274c_37)] | | | [removed: [26](#i4af7a7b9e1e34483a4ccf57b51598932_37)] [added: [29](#i659d06544acf4988af6045643675274c_37)] | | |

| ITEM 6. | | | [removed: [Reserved](#i4af7a7b9e1e34483a4ccf57b51598932_40)] [added: [Reserved](#i659d06544acf4988af6045643675274c_40)] | | | [removed: [28](#i4af7a7b9e1e34483a4ccf57b51598932_40)] [added: [31](#i659d06544acf4988af6045643675274c_40)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4af7a7b9e1e34483a4ccf57b51598932_43)] [added: Operations](#i659d06544acf4988af6045643675274c_43)] | | | [removed: [28](#i4af7a7b9e1e34483a4ccf57b51598932_43)] [added: [31](#i659d06544acf4988af6045643675274c_43)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4af7a7b9e1e34483a4ccf57b51598932_79)] [added: Risk](#i659d06544acf4988af6045643675274c_79)] | | | [removed: [48](#i4af7a7b9e1e34483a4ccf57b51598932_79)] [added: [52](#i659d06544acf4988af6045643675274c_79)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i4af7a7b9e1e34483a4ccf57b51598932_82)] [added: Data](#i659d06544acf4988af6045643675274c_82)] | | | [removed: [50](#i4af7a7b9e1e34483a4ccf57b51598932_82)] [added: [54](#i659d06544acf4988af6045643675274c_82)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4af7a7b9e1e34483a4ccf57b51598932_181)] [added: Disclosure](#i659d06544acf4988af6045643675274c_190)] | | | [removed: [96](#i4af7a7b9e1e34483a4ccf57b51598932_181)] [added: [98](#i659d06544acf4988af6045643675274c_190)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i4af7a7b9e1e34483a4ccf57b51598932_184)] [added: Procedures](#i659d06544acf4988af6045643675274c_193)] | | | [removed: [96](#i4af7a7b9e1e34483a4ccf57b51598932_184)] [added: [98](#i659d06544acf4988af6045643675274c_193)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i4af7a7b9e1e34483a4ccf57b51598932_187)] [added: Information](#i659d06544acf4988af6045643675274c_196)] | | | [removed: [97](#i4af7a7b9e1e34483a4ccf57b51598932_187)] [added: [99](#i659d06544acf4988af6045643675274c_196)] | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4af7a7b9e1e34483a4ccf57b51598932_190)] [added: Inspections](#i659d06544acf4988af6045643675274c_199)] | | | [removed: [97](#i4af7a7b9e1e34483a4ccf57b51598932_190)] [added: [99](#i659d06544acf4988af6045643675274c_199)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4af7a7b9e1e34483a4ccf57b51598932_196)] [added: Governance](#i659d06544acf4988af6045643675274c_205)] | | | [removed: [98](#i4af7a7b9e1e34483a4ccf57b51598932_196)] [added: [100](#i659d06544acf4988af6045643675274c_205)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i4af7a7b9e1e34483a4ccf57b51598932_199)] [added: Compensation](#i659d06544acf4988af6045643675274c_208)] | | | [removed: [98](#i4af7a7b9e1e34483a4ccf57b51598932_199)] [added: [100](#i659d06544acf4988af6045643675274c_208)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4af7a7b9e1e34483a4ccf57b51598932_202)] [added: Matters](#i659d06544acf4988af6045643675274c_211)] | | | [removed: [98](#i4af7a7b9e1e34483a4ccf57b51598932_202)] [added: [100](#i659d06544acf4988af6045643675274c_211)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4af7a7b9e1e34483a4ccf57b51598932_205)] [added: Independence](#i659d06544acf4988af6045643675274c_214)] | | | [removed: [98](#i4af7a7b9e1e34483a4ccf57b51598932_205)] [added: [100](#i659d06544acf4988af6045643675274c_214)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#i4af7a7b9e1e34483a4ccf57b51598932_208)] [added: Services](#i659d06544acf4988af6045643675274c_217)] | | | [removed: [98](#i4af7a7b9e1e34483a4ccf57b51598932_208)] [added: [100](#i659d06544acf4988af6045643675274c_217)] | | |

| ITEM 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i4af7a7b9e1e34483a4ccf57b51598932_214)] [added: Schedules](#i659d06544acf4988af6045643675274c_223)] | | | [removed: [99](#i4af7a7b9e1e34483a4ccf57b51598932_214)] [added: [101](#i659d06544acf4988af6045643675274c_223)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#i4af7a7b9e1e34483a4ccf57b51598932_217)] [added: Summary](#i659d06544acf4988af6045643675274c_226)] | | | [removed: [99](#i4af7a7b9e1e34483a4ccf57b51598932_217)] [added: [101](#i659d06544acf4988af6045643675274c_226)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I.](#i659d06544acf4988af6045643675274c_10) | | | | | | [3](#i659d06544acf4988af6045643675274c_10) | | |

| ITEM 1C. | | | [Cybersecurity](#i659d06544acf4988af6045643675274c_1791) | | | [26](#i659d06544acf4988af6045643675274c_1791) | | |

| [PART III.](#i659d06544acf4988af6045643675274c_202) | | | | | | [100](#i659d06544acf4988af6045643675274c_202) | | |

| [PART IV.](#i659d06544acf4988af6045643675274c_220) | | | | | | [101](#i659d06544acf4988af6045643675274c_220) | | |

| | | | [Signatures](#i659d06544acf4988af6045643675274c_229) | | | [101](#i659d06544acf4988af6045643675274c_229) | | |

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

| [PART III.](#i4af7a7b9e1e34483a4ccf57b51598932_193) | | | | | | [98](#i4af7a7b9e1e34483a4ccf57b51598932_193) | | |

| [PART IV.](#i4af7a7b9e1e34483a4ccf57b51598932_211) | | | | | | [99](#i4af7a7b9e1e34483a4ccf57b51598932_211) | | |

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

Our information security program is designed to meet the needs of our clients who entrust us with their sensitive information.

We maintain International Organization for Standardization (“ISO”) 27001 certification for most of our business units and core applications and facilities, and, where applicable, align to other industry standards or frameworks, including Cloud Security Alliance’s Cloud Controls Matrix (“CSA CCM”), Payment Card Industry Data Security Standard (“PCI DSS”), Health Insurance Portability and Accountability Act (“HIPAA”), and HITRUST Common Security Framework (“HITRUST CSF”).

*Cybersecurity Risk Management and Strategy*

We recognize the importance of identifying, assessing, and managing material risks associated with cybersecurity threats.

Our cybersecurity risk management program is integrated into our overall enterprise risk management (“ERM”) process which provides an ongoing procedure, effected at all levels of the Company across business units and corporate functions, to identify and assess risk, monitor risk, and take appropriate mitigating action.

Central to our risk management process is the Risk Committee, which is a management committee that oversees the identification and assessment of the key risks affecting our operations and reviews the controls established with respect to these risks.

The Risk Committee is comprised of key members of management, including the President, Chief Financial Officer, Chief Legal Officer, Chief Information Security Officer, Chief Privacy Officer, and other senior executives of the Company.

Our Risk Committee collaborates with subject matter experts, as needed, to gather insights for identifying and assessing material cybersecurity risks, their severity, and potential mitigations.

We take the following actions, among others, to demonstrate our commitment to maintaining the highest levels of information security, provide for the availability of critical data and systems, maintain regulatory compliance, manage our material risks from cybersecurity threats, and to identify, protect against, detect, respond to, and recover from cybersecurity incidents:

- leverage encryption, data masking technology, data loss prevention technology, authentication technology, entitlement management, access control, network and application segmentation, anti-malware software, and transmission of data over private networks, among other systems and procedures designed to protect against unauthorized access to information;

- conduct annual reviews with many of our clients on our cybersecurity and data security policies, practices and controls, and engage with regulators across the world, to remain apprised of cybersecurity and data security standards and best practices;

- utilize the National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity (the “NIST Framework”) issued by the U.S. government as a guideline to manage our cybersecurity-related risk.

We are currently evaluating our program against the newly issued NIST Framework 2.0.

The NIST Framework outlines security controls and outcomes over five functions: identify, protect, detect, respond, and recover;

- conduct network and endpoint monitoring, vulnerability assessments, and network penetration testing;

- conduct quarterly information security management and incident training, and regular phishing email simulations for all associates to enhance awareness and responsiveness to possible threats;

- run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our policies and procedures;

- conduct information security reviews and due diligence on key service providers to identify, assess, mitigate, and monitor risks associated with our use of third-party software and services; and

- maintain global information security policies and procedures, including an incident response and crisis management plan which include processes to triage, assess, investigate, escalate, contain, and remediate cybersecurity incidents.

We further describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “Security breaches or cybersecurity incidents could adversely affect our ability to operate, could result in personal, confidential or proprietary information being misappropriated, and may cause us to be held liable or suffer harm to our reputation.,” included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.

*Cybersecurity Governance*

Our information security program and team are currently managed by our Chief Information Security Officer (“CISO”) who reports to our Chief Technology Officer.

Our CISO has more than 25 years of experience in managing and leading cybersecurity functions which includes cybersecurity operations, strategy and governance, and information technology and security risk, compliance, and audit responsibilities across the U.S., Latin America, United Kingdom, Eastern Europe, Singapore, and China.

Our CISO is responsible for developing, implementing, and overseeing our overall information security program, including cybersecurity risk management, governance and compliance, security policies and training, and the overall protection and defense of our networks, systems, and confidential data.

With respect to risk management, our CISO works closely with our Managing Director, Risk Management, and other members of our Risk Committee, including the President, Chief Financial Officer, Chief Legal Officer, and Chief Technology Officer, who are responsible for reviewing and challenging, as necessary, the activities of our information security team.

The responsibilities of the Company’s Board of Directors (“Board”) include oversight of our risk management processes.

The Board has two primary methods of oversight.

The first method is through the ERM process through which the Board receives regular reports from management regarding the most significant risks facing the Company.

The second is through the functioning of the Board’s committees.

The Audit Committee assists the Board in its oversight of the Company’s information security program, including cybersecurity and data privacy risks and controls.

Our CISO provides reports on the Company’s cybersecurity program to the Audit Committee, which includes all members of the Board, on a quarterly basis.

In addition, our Internal Audit function regularly audits our technology and cybersecurity programs and reports to the Audit Committee on its findings.

We operate our business primarily from [removed: 44] [added: 43] facilities.

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

There were [removed: 8,880] [added: 8,492] stockholders of record of the Company’s common stock as of August [removed: 4, 2023.][added: 1, 2024.]

On August [removed: 7, 2023,] [added: 5, 2024,] our Board of Directors increased our quarterly cash dividend by [removed: $0.075] [added: $0.08] per share to [removed: $0.80] [added: $0.88] per share, an increase in our expected annual dividend amount from [removed: $2.90 to] $3.20 [added: to $3.52] per share.

The following graph compares the cumulative total return on Broadridge common stock from June 30, [removed: 2018] [added: 2019] to June 30, [removed: 2023,] [added: 2024,] with the comparable cumulative return of the: (i) S&P 500 [removed: Index and] [added: Index,] (ii) S&P 500 Information Technology [added: Index, and (iii) S&P 500 Industrials] Index.

The graph assumes $100 was invested on June 30, [removed: 2018] [added: 2019] in our common stock and in each of the indices and assumes that all cash dividends are reinvested.

Comparison of Five Year Cumulative Total Return Among Broadridge Financial Solutions, Inc., S&P 500 Index, [removed: and] S&P 500 Information Technology [added: Index, and S&P 500 Industrials] Index (in dollars)

[removed: ][added: ]

| | | | | | | 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] | | | | | | June 30, [removed: 2023] [added: 2024] | | |

| Broadridge Financial Solutions. Inc. Common Stock | | | | | | $ | 100.00 | | | | | $ | [removed: 112.82] [added: 100.73] | | | | | $ | [removed: 113.64] [added: 130.98] | | | | | $ | [removed: 147.77] [added: 117.52] | | | | | $ | [removed: 132.58] [added: 139.21] | | | | | $ | [removed: 157.06] [added: 168.33] | |

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: 2023:][added: 2024:]

(1)Includes [removed: 140,894] [added: 116,059] shares purchased from employees to pay taxes related to the vesting of restricted stock units.

(2)During the fiscal quarter ended June 30, [removed: 2023,] [added: 2024,] the Company [removed: did not repurchase] [added: repurchased 1,503,778] shares of common stock [added: at an average price of $199.52] under its share repurchase program.

At June 30, [removed: 2023, there were 9,586,545] [added: 2024, the Company had 7,251,347] shares [removed: remaining] available for repurchase under its share repurchase program.

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 107.49 | | | | | $ | 151.32 | | | | | $ | 135.23 | | | | | $ | 161.69 | | | | | $ | 201.37 | |

| S&P 500 Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 135.88 | | | | | $ | 193.48 | | | | | $ | 167.24 | | | | | $ | 234.58 | | | | | $ | 332.58 | |

| S&P 500 Industrials Index | | | | | | $ | 100.00 | | | | | $ | 90.95 | | | | | $ | 137.72 | | | | | $ | 119.22 | | | | | $ | 149.17 | | | | | $ | 172.25 | |

We elected to add the S&P 500 Industrials Index to align with S&P’s classification of Broadridge under the Global Industry Classification Standard (GICS®) within the Industrials sector.

| April 1, 2024 – April 30, 2024 | | | 114,335 | | | | | | | | | $ | 203.23 | | | | | — | | | | | | 8,755,125 | | |

| May 1, 2024 – May 31, 2024 | | | 1,505,502 | | | | | | | | | 199.52 | | | | | | 1,503,778 | | | | | | 7,251,347 | | |

| June 1, 2024 – June 30, 2024 | | | — | | | | | | | | | — | | | | | | — | | | | | | 7,251,347 | | |

| Total | | | 1,619,837 | | | | | | | | | $ | 199.78 | | | | | 1,503,778 | | | | | | | | |

| 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 | | |

| June 1, 2023 – June 30, 2023 | | | 107 | | | | | | | | | 149.00 | | | | | | — | | | | | | 9,586,545 | | |

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

| [Report of Deloitte & Touche LLP Independent Registered Public Accounting [removed: Firm](#i4af7a7b9e1e34483a4ccf57b51598932_88)] [added: Firm](#i659d06544acf4988af6045643675274c_88)] (PCAOB ID No. [removed: 34[)](#i4af7a7b9e1e34483a4ccf57b51598932_88)] [added: 34[)](#i659d06544acf4988af6045643675274c_88)] | | | [removed: [51](#i4af7a7b9e1e34483a4ccf57b51598932_88)] [added: [55](#i659d06544acf4988af6045643675274c_88)] | | |

| [Consolidated Statements of Earnings for the Fiscal Years Ended June 30, [removed: 202](#i4af7a7b9e1e34483a4ccf57b51598932_91)[3](#i4af7a7b9e1e34483a4ccf57b51598932_91)[, 202](#i4af7a7b9e1e34483a4ccf57b51598932_91)[2](#i4af7a7b9e1e34483a4ccf57b51598932_91)[,] [added: 202](#i659d06544acf4988af6045643675274c_91)[4](#i659d06544acf4988af6045643675274c_91)[, 202](#i659d06544acf4988af6045643675274c_91)[3](#i659d06544acf4988af6045643675274c_91)[,] and [removed: 20](#i4af7a7b9e1e34483a4ccf57b51598932_91)[21](#i4af7a7b9e1e34483a4ccf57b51598932_91)] [added: 20](#i659d06544acf4988af6045643675274c_91)[2](#i659d06544acf4988af6045643675274c_91)[2](#i659d06544acf4988af6045643675274c_91)] | | | [removed: [53](#i4af7a7b9e1e34483a4ccf57b51598932_91)] [added: [57](#i659d06544acf4988af6045643675274c_91)] | | |

| [Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, [removed: 202](#i4af7a7b9e1e34483a4ccf57b51598932_94)[3](#i4af7a7b9e1e34483a4ccf57b51598932_94)[, 202](#i4af7a7b9e1e34483a4ccf57b51598932_94)[2](#i4af7a7b9e1e34483a4ccf57b51598932_94)[,] [added: 202](#i659d06544acf4988af6045643675274c_94)[4](#i659d06544acf4988af6045643675274c_94)[, 202](#i659d06544acf4988af6045643675274c_94)[3](#i659d06544acf4988af6045643675274c_94)[,] and [removed: 20](#i4af7a7b9e1e34483a4ccf57b51598932_94)[21](#i4af7a7b9e1e34483a4ccf57b51598932_94)] [added: 20](#i659d06544acf4988af6045643675274c_94)[2](#i659d06544acf4988af6045643675274c_94)[2](#i659d06544acf4988af6045643675274c_94)] | | | [removed: [54](#i4af7a7b9e1e34483a4ccf57b51598932_94)] [added: [58](#i659d06544acf4988af6045643675274c_94)] | | |

| [Consolidated Balance Sheets as of June 30, [removed: 202](#i4af7a7b9e1e34483a4ccf57b51598932_97)[3](#i4af7a7b9e1e34483a4ccf57b51598932_97)] [added: 202](#i659d06544acf4988af6045643675274c_97)[4](#i659d06544acf4988af6045643675274c_97)] [and [removed: 20](#i4af7a7b9e1e34483a4ccf57b51598932_97)[22](#i4af7a7b9e1e34483a4ccf57b51598932_97)] [added: 202](#i659d06544acf4988af6045643675274c_97)[3](#i659d06544acf4988af6045643675274c_97)] | | | [removed: [55](#i4af7a7b9e1e34483a4ccf57b51598932_97)] [added: [59](#i659d06544acf4988af6045643675274c_97)] | | |

| [Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, [removed: 202](#i4af7a7b9e1e34483a4ccf57b51598932_100)[3](#i4af7a7b9e1e34483a4ccf57b51598932_100)[, 202](#i4af7a7b9e1e34483a4ccf57b51598932_100)[2](#i4af7a7b9e1e34483a4ccf57b51598932_100)[,] [added: 202](#i659d06544acf4988af6045643675274c_100)[4](#i659d06544acf4988af6045643675274c_100)[, 202](#i659d06544acf4988af6045643675274c_100)[3](#i659d06544acf4988af6045643675274c_100)[,] and [removed: 20](#i4af7a7b9e1e34483a4ccf57b51598932_100)[21](#i4af7a7b9e1e34483a4ccf57b51598932_100)] [added: 202](#i659d06544acf4988af6045643675274c_100)[2](#i659d06544acf4988af6045643675274c_100)] | | | [removed: [56](#i4af7a7b9e1e34483a4ccf57b51598932_100)] [added: [60](#i659d06544acf4988af6045643675274c_100)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, [removed: 202](#i4af7a7b9e1e34483a4ccf57b51598932_103)[3](#i4af7a7b9e1e34483a4ccf57b51598932_103)[, 202](#i4af7a7b9e1e34483a4ccf57b51598932_103)[2](#i4af7a7b9e1e34483a4ccf57b51598932_103)[,] [added: 202](#i659d06544acf4988af6045643675274c_103)[4](#i659d06544acf4988af6045643675274c_103)[, 202](#i659d06544acf4988af6045643675274c_103)[3](#i659d06544acf4988af6045643675274c_103)[,] and [removed: 20](#i4af7a7b9e1e34483a4ccf57b51598932_103)[21](#i4af7a7b9e1e34483a4ccf57b51598932_103)] [added: 202](#i659d06544acf4988af6045643675274c_103)[2](#i659d06544acf4988af6045643675274c_103)] | | | [removed: [57](#i4af7a7b9e1e34483a4ccf57b51598932_103)] [added: [61](#i659d06544acf4988af6045643675274c_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4af7a7b9e1e34483a4ccf57b51598932_106)] [added: Statements](#i659d06544acf4988af6045643675274c_106)] | | | [removed: [58](#i4af7a7b9e1e34483a4ccf57b51598932_106)] [added: [62](#i659d06544acf4988af6045643675274c_106)] | | |

| [Schedule II—Valuation and Qualifying [removed: Accounts](#i4af7a7b9e1e34483a4ccf57b51598932_178)] [added: Accounts](#i659d06544acf4988af6045643675274c_187)] | | | [removed: [95](#i4af7a7b9e1e34483a4ccf57b51598932_178)] [added: [97](#i659d06544acf4988af6045643675274c_187)] | | |

We have audited the accompanying consolidated balance sheets of Broadridge Financial Solutions, Inc. and subsidiaries (the “Company”) as of June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 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 earnings before interest and taxes, including projections of revenues, and the selection of the terminal value growth rate and discount rate assumptions. [removed: The goodwill balance was $3,461.6 million as of June 30, 2023, which is allocated among various reporting units.] During fiscal year [removed: 2023,] [added: 2024,] the Company performed the required impairment tests of goodwill and determined that there was no impairment. The Company also performed a sensitivity analysis under Step 1 of the goodwill impairment test assuming hypothetical reductions in the fair values of the reporting units. A 10% change in their estimates of projected future operating cash flows, discount rates, or terminal value growth rates used in their calculations of the fair values of the reporting units would not result in an impairment of their goodwill. Auditing the fair value of [removed: certain of the] [added: a] reporting [removed: units] [added: unit within the Global Technology Operations (GTO) segment] 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 earnings before interest and taxes, including projections of revenues, selection of terminal value growth rates and the weighted-average cost of capital used to determine the discount rates were appropriate. | | |

| Our audit procedures related to the projected future operating cash flows based on forecasted earnings before interest and taxes, including projections of revenues, selection of the terminal value growth rates and weighted-average cost of capital used to determine the discount rates for [removed: certain of the] [added: a] reporting [removed: units] [added: unit within the GTO segment] included the following, among others: • We tested the effectiveness of controls over goodwill, including those over the projected future operating cash flows based on forecasted earnings before interest and taxes, including projections of revenues, and the selection of the terminal value growth rates and weighted-average cost of capital used to determine the discount rates. • We performed a sensitivity analysis on the projected future operating cash flows to determine what revenue and earnings before interest and taxes growth rates are needed to cause an impairment for certain of the reporting units. • We evaluated the reasonableness of management’s projected future operating cash flows based on forecasted earnings before interest and taxes, including projections of revenues by comparing to (1) historical results for [removed: certain of] the reporting [removed: units,] [added: unit,] (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases, analyst and industry reports of the Company and companies in its peer group. • We considered the impact of changes in the regulatory environment, uncertainty in the market, and economic conditions on management’s forecasts. • With the assistance of our fair value specialists, we evaluated the discount rate and terminal value growth rate for [removed: certain of] the reporting [removed: units,] [added: unit,] 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 discount and terminal value growth rates selected by management. | | |

| | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenues | | | (Note 3) | | | | | | $ | [removed: 6,060.9] [added: 6,506.8] | | | | | $ | [removed: 5,709.1] [added: 6,060.9] | | | | | $ | [removed: 4,993.7] [added: 5,709.1] | |

| Cost of revenues | | | | | | | | | [removed: 4,275.5] [added: 4,572.9] | | | | | | [removed: 4,116.9] [added: 4,275.5] | | | | | | [removed: 3,570.8] [added: 4,116.9] | | |

| Selling, general and administrative expenses | | | | | | | | | [removed: 849.0] [added: 916.8] | | | | | | [removed: 832.3] [added: 849.0] | | | | | | [removed: 744.3] [added: 832.3] | | |

| Total operating expenses | | | | | | | | | [removed: 5,124.5] [added: 5,489.7] | | | | | | [removed: 4,949.2] [added: 5,124.5] | | | | | | [removed: 4,315.0] [added: 4,949.2] | | |

| Operating income | | | | | | | | | [removed: 936.4] [added: 1,017.1] | | | | | | [removed: 759.9] [added: 936.4] | | | | | | [removed: 678.7] [added: 759.9] | | |

| Interest expense, net | | | (Note 5) | | | | | | [removed: (135.5)] [added: (138.1)] | | | | | | [removed: (84.7)] [added: (135.5)] | | | | | | [removed: (55.2)] [added: (84.7)] | | |

| Other non-operating [removed: income (expenses),] [added: expenses,] net | | | | | | | | | [removed: (6.0)] [added: (1.7)] | | | | | | [removed: (3.0)] [added: (6.0)] | | | | | | [removed: 72.7] [added: (3.0)] | | |

| Earnings before income taxes | | | | | | | | | [removed: 794.9] [added: 877.4] | | | | | | [removed: 672.2] [added: 794.9] | | | | | | [removed: 696.2] [added: 672.2] | | |

| Provision for income taxes | | | (Note 18) | | | | | | [removed: 164.3] [added: 179.3] | | | | | | [removed: 133.1] [added: 164.3] | | | | | | [removed: 148.7] [added: 133.1] | | |

| Net earnings | | | | | | | | | $ | [removed: 630.6] [added: 698.1] | | | | | $ | [removed: 539.1] [added: 630.6] | | | | | $ | [removed: 547.5] [added: 539.1] | |

| Basic earnings per share | | | | | | | | | $ | [removed: 5.36] [added: 5.93] | | | | | $ | [removed: 4.62] [added: 5.36] | | | | | $ | [removed: 4.73] [added: 4.62] | |

| Diluted earnings per share | | | | | | | | | $ | [removed: 5.30] [added: 5.86] | | | | | $ | [removed: 4.55] [added: 5.30] | | | | | $ | [removed: 4.65] [added: 4.55] | |

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

| Diluted | | | (Note 4) | | | | | | [removed: 119.0] [added: 119.1] | | | | | | [removed: 118.5] [added: 119.0] | | | | | | [removed: 117.8] [added: 118.5] | | |

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net earnings | | | | | | $ | [removed: 630.6] [added: 698.1] | | | | | $ | [removed: 539.1] [added: 630.6] | | | | | $ | [removed: 547.5] [added: 539.1] | |

| Foreign currency translation adjustments | | | | | | [removed: (59.4)] [added: (46.8)] | | | | | | [removed: (247.0)] [added: (59.4)] | | | | | | [removed: 117.6] [added: (247.0)] | | |

| Pension and post-retirement liability adjustment, net of tax [removed: (provision)] benefit [added: (provision)] of [removed: $(0.1), $(3.4) and] [added: $0.4,] $(0.1) [added: and $(3.4)] for the years ended June 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively | | | | | | [removed: 0.2] [added: (1.1)] | | | | | | [removed: 10.6] [added: 0.2] | | | | | | [removed: 0.3] [added: 10.6] | | |

| [removed: Fair market value loss on cash] [added: Cash] flow [removed: hedge,] [added: hedge amortization,] net of [removed: tax (provision) benefit] [added: taxes] of $(0.3), [removed: $(0.2),] [added: $(0.3),] and [removed: $2.6] [added: $(0.2)] for the years ended June 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively | | | | | | 0.8 | | | | | | 0.8 | | | | | | [removed: (8.2)] [added: 0.8] | | |

| Total other comprehensive income (loss), net | | | | | | [removed: (58.4)] [added: (47.0)] | | | | | | [removed: (235.6)] [added: (58.4)] | | | | | | [removed: 109.7] [added: (235.6)] | | |

| Comprehensive income | | | | | | $ | [removed: 572.2] [added: 651.1] | | | | | $ | [removed: 303.6] [added: 572.2] | | | | | $ | [removed: 657.2] [added: 303.6] | |

| | | | [added: June 30, 2024] | | | | | | June 30, 2023 | | | | | | June 30, 2022 | | |

| Cash and cash equivalents | | | | | | | | | $ | [removed: 252.3] [added: 304.4] | | | | | $ | [removed: 224.7] [added: 252.3] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $7.2] [added: $9.7] and [removed: $6.8,] [added: $7.2,] respectively | | | | | | | | | [removed: 974.0] [added: 1,065.6] | | | | | | [removed: 946.9] [added: 974.0] | | |

| Other current assets | | | | | | | | | [removed: 166.2] [added: 170.9] | | | | | | [removed: 156.8] [added: 166.2] | | |

August 6, 2024

| Net earnings | | | | | | $ | 698.1 | | | | | $ | 630.6 | | | | | $ | 539.1 | |

| Contract liabilities | | | | | | 80.6 | | | | | | 328.5 | | | | | | 109.5 | | |

| Accrual of unpaid stock repurchase excise tax | | | | | | $ | 2.7 | | | | | $ | — | | | | | $ | — | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 698.1 | | | | | | — | | | | | | (47.0) | | | | | | 651.1 | | |

| Balances, June 30, 2024 | | | | | | 154.5 | | | | | | $ | 1.6 | | | | | $ | 1,552.5 | | | | | $ | 3,435.1 | | | | | $ | (2,489.2) | | | | | $ | (331.7) | | | | | $ | 2,168.2 | |

A. Description of Business. Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”), a Delaware corporation and a part of the S&P 500® Index, is a global financial technology leader powering investing, corporate governance, and communications to enable our clients to operate, innovate, and grow.

In addition, Broadridge’s marketing and transactional communications solutions provide a content management and omni-channel distribution platform for marketing and sales communications for asset managers, insurance providers and retirement service providers.

Broadridge’s capital markets technology and solutions deliver simplification and innovation across the trade lifecycle, from order initiation to settlement.

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

In March, 2024, the FASB issued ASU No. 2024-01, “Compensation—Stock Compensation - Scope Application of Profits Interest and Similar Awards” (“ASU No. 2024-01”), which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of Topic 718 or another accounting standard.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures” (“ASU No. 2023-09”), which requires an entity to annually disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid.

Early adoption of the amendments is permitted.

The Company is currently assessing the impact that the adoption of ASU No. 2023-09 will have on the Company’s Consolidated Financial Statements.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU No. 2023-07”), which requires an entity to improve its disclosures related to reportable segments and provide additional, more detailed information about a reportable segment’s expenses.

ASU No. 2023-07 is effective for the Company in the fourth quarter of fiscal year 2025.

The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted.

| Distribution revenues | | | 1,999.0 | | | | | | 1,863.1 | | | | | | 1,717.0 | | |

| Total Revenues | | | $ | 6,506.8 | | | | | $ | 6,060.9 | | | | | $ | 5,709.1 | |

AdvisorTarget

In May 2024, the Company acquired AdvisorTarget, a market leader in providing asset management and wealth management firms with data products to help power digital marketing, sales and engagement programs targeting financial advisors.

The aggregate purchase price included $34.3 million in cash, $1.0 million in deferred payments, $1.6 million for the settlement of a preexisting relationship, and contingent consideration with a maximum potential pay-out of $30.5 million.

Net tangible liabilities assumed in the transaction were $3.1 million, and contingent liabilities incurred were valued at $14.0 million.

This acquisition resulted in $41.8 million of Goodwill, which is tax deductible.

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

| Securities | | | | | | $ | 0.8 | | | | | $ | — | | | | | $ | — | | | | | $ | 0.8 | |

| Securities (a) | | | | | | 170.6 | | | | | | — | | | | | | — | | | | | | 170.6 | | |

| Total assets as of June 30, 2024 | | | | | | $ | 171.4 | | | | | $ | 59.9 | | | | | $ | — | | | | | $ | 231.3 | |

| | | | | | | 2024 | | | | | | 2023 | | |

| Payments | | | | | | (5.2) | | | | | | — | | |

| | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2024 | | | | | | 2023 | | |

| 2025 | | | $ | 45.2 | |

| 2026 | | | 40.7 | | |

| 2027 | | | 38.7 | | |

| 2028 | | | 34.3 | | |

| 2029 | | | 28.0 | | |

| Thereafter | | | 71.0 | | |

| | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | |

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

August 8, 2023

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

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

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

| Current assets and liabilities: | | | | | | | | | | | | | | | | | | | | |

| Contract liabilities | | | | | | (3.2) | | | | | | 30.2 | | | | | | 12.4 | | |

| Non-current assets and liabilities: | | | | | | | | | | | | | | | | | | | | |

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

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

| Balances, June 30, 2020 | | | | | | 154.5 | | | | | | $ | 1.6 | | | | | $ | 1,178.5 | | | | | $ | 2,302.6 | | | | | $ | (2,035.7) | | | | | $ | (100.4) | | | | | $ | 1,346.5 | |

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

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.

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU No. 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements under GAAP for capitalizing implementation costs incurred to develop or obtain internal-use software.

Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance, for which the Company elected to adopt ASU No. 2018-15 on a prospective basis.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses” (“ASU No. 2016-13”), which prescribes an impairment model for most financial instruments based on expected losses rather than incurred losses.

Under this model, an estimate of expected credit losses over the contractual life of the instrument is to be recorded as of the end of a reporting period as an allowance to offset the amortized cost basis, resulting in a net presentation of the amount expected to be collected on the financial instrument.

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

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

For most instruments, entities must apply the standard using a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption.

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

The following section provides details for the fiscal year 2021 acquisitions.

The Company is providing unaudited pro forma supplemental information for the acquisition of Itiviti as the acquisition was material to the Company’s operating results.

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

Financial information on each transaction is as follows:

| | | | | | | Itiviti | | | | | | AdvisorStream | | | | | | Total | | |

| 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

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.

- Goodwill is not tax deductible.

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

| | | | Itiviti | | |

Attached as Exhibits 31.1 and 31.2 to this Form 10-K are certifications of Broadridge’s Chief Executive Officer and [added: Interim] Chief Financial Officer, which are required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our management, with the participation of our Chief Executive Officer and [added: Interim] Chief Financial Officer as of June 30, [removed: 2023,] [added: 2024,] evaluated the effectiveness of our disclosure controls as defined in Rule 13a-15(e) under the Exchange Act.

The Chief Executive Officer and [added: Interim] Chief Financial Officer concluded that our disclosure controls and procedures as of June 30, [removed: 2023] [added: 2024] 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 [added: Interim] 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: 2023] [added: 2024] 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: 2023.][added: 2024.]

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

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

| | | | | | | /s/ ASHIMA GHEI | | |

| | | | | | | Ashima Ghei | | |

August 6, 2024

| | | | | | | /s/ EDMUND L. REESE | | |

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

August 8, 2023

On [removed: June 7, 2023,] [added: May 17, 2024,] the Company’s Chief Executive Officer, Timothy C.

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

[removed: The Rule] [added: Each of the Perry] 10b5-1 Plan [added: and Gokey 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 [removed: Rule] [added: Perry] 10b5-1 Plan allows for the contemporaneous exercise of options [removed: expiring on February 9, 2025,] and sale of up to [removed: 72,222] [added: 42,045] 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 [removed: Rule] [added: Perry] 10b5-1 Plan will expire on [removed: December 7, 2023.][added: May 31, 2025.]

On May 15, 2024, the Company’s President, Christopher Perry, adopted a Rule 10b5-1 trading arrangement (the “Perry 10b5-1 Plan”) for the sale of securities of the Company.

The Gokey 10b5-1 Plan allows for the contemporaneous exercise of options and sale of up to 61,349 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 Gokey 10b5-1 Plan will expire on November 17, 2024.

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: 2023] [added: 2024] (the “Proxy Statement”).

Date: August [removed: 8, 2023][added: 6, 2024]

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

| /s/ TIMOTHY C. GOKEY | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| /s/ [removed: EDMUND L. REESE] [added: ASHIMA GHEI] | | | | | | [removed: Corporate] Vice President, [added: Interim] Chief Financial Officer [removed: (Principal] [added: (Interim Principal] Financial and Accounting Officer) | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| /s/ RICHARD J. DALY | | | | | | Executive Chairman of the Board of Directors | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| /S/ LESLIE A. BRUN | | | | | | Lead Independent Director | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| /S/ PAMELA L. CARTER | | | | | | Director | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| /S/ ROBERT N. DUELKS | | | | | | Director | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| /S/ MELVIN L. FLOWERS | | | | | | Director | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| /S/ BRETT A. KELLER | | | | | | Director | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| /S/ MAURA A. MARKUS | | | | | | Director | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| /S/ EILEEN K. MURRAY | | | | | | Director | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| /s/ ANNETTE L. NAZARETH | | | | | | Director | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| /S/ AMIT K. ZAVERY | | | | | | Director | | | August [removed: 8, 2023] [added: 6, 2024] | | |

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1383312/000119312507072385/dex31.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1383312/000119312507072385/dex31.htm)] | | | | | | [Certificate of Incorporation of Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 2, 2007)](https://www.sec.gov/Archives/edgar/data/1383312/000119312507072385/dex31.htm) | | | | | | | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1383312/000138331219000040/exhibit32arbylaws2019.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000040/exhibit32arbylaws2019.htm)] | | | | | | [Amended and Restated By-laws of Broadridge Financial Solutions, Inc. amended as of August 6, 2019 (incorporated by reference to Exhibit 3.2 to Form 8-K filed on August 6, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1383312/000138331219000040/exhibit32arbylaws2019.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000040/exhibit32arbylaws2019.htm)] | | | | | | | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1383312/000119312507125043/dex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1383312/000119312507125043/dex41.htm)] | | | | | | [Indenture, dated as of May 29, 2007, by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 30, 2007)](https://www.sec.gov/Archives/edgar/data/1383312/000119312507125043/dex41.htm) | | | | | | | | |

| [4.6](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm) | | | | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm) [added: [(](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)[i](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)[ncorporated by reference to Exhibit 4.6 to Form 10-K filed on Au](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)[gust 8, 202](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)[3)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)[](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000037/ex46descriptionofsecurities.htm)] | | | | | | | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1383312/000119312507072385/dex106.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000119312507072385/dex106.htm)] | | | | | | [Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.6 to Form 8-K filed on April 2, 2007)](https://www.sec.gov/Archives/edgar/data/1383312/000119312507072385/dex106.htm) | | | | | | | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1026.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1026.htm)] | | | | | | [Amendment No. 1 to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.26 to Form 10-K/A filed on October 27, 2010)](https://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1026.htm) | | | | | | | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1027.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1027.htm)] | | | | | | [Amended and Restated Supplemental Officers Retirement Plan (“SORP”) (incorporated by reference to Exhibit 10.27 to Form 10-K/A filed on October 27, 2010)](https://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1027.htm) | | | | | | | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1383312/000138331217000030/ex103amendttosorp.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/1383312/000138331217000030/ex103amendttosorp.htm00030/ex103amendttosorp.htm)] | | | | | | [Amendment to the Broadridge Financial Solutions, Inc. SORP, effective February 2, 2017 (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on May 10, 2017)](https://www.sec.gov/Archives/edgar/data/1383312/000138331217000030/ex103amendttosorp.htm) | | | | | | | | |

| [removed: [10.6](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)[7](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](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm) [December] [added: Effective December] 7, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)[)] [added: 2022)] (incorporated by reference to Exhibit [removed: 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] [added: 10.1 to Form 10-Q filed on May] 2, [removed: 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)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1383312/000138331223000024/exhibit10110-q3q2023.htm)] | | | | | | | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1383312/000119312511220708/dex1032.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1383312/000119312511220708/dex1032.htm20708/dex1032.htm)[8](https://www.sec.gov/Archives/edgar/data/1383312/000119312511220708/dex1032.htm20708/dex1032.htm)] | | | | | | [Broadridge Financial Solutions, Inc. Executive Deferred Compensation Plan (“EDCP”) (Amended and Restated effective June 15, 2011) (incorporated by reference to Exhibit 10.32 to Form 10-K filed on August 12, 2011)](https://www.sec.gov/Archives/edgar/data/1383312/000119312511220708/dex1032.htm) | | | | | | | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1383312/000138331214000008/ex102edcpamdt.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1383312/000138331214000008/ex102edcpamdt.htm)[9](https://www.sec.gov/Archives/edgar/data/1383312/000138331214000008/ex102edcpamdt.htm)] | | | | | | [Amendment to the Broadridge EDCP, adopted August 1, 2014, effective December 31, 2014 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 6, 2014)](https://www.sec.gov/Archives/edgar/data/1383312/000138331214000008/ex102edcpamdt.htm) | | | | | | | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1031.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1031.htm)[10](https://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1031.htm)] | | | | | | [Broadridge Financial Solutions, Inc. Supplemental Executive Retirement Plan (“SERP”) (incorporated by reference to Exhibit 10.31 to Form 10-K/A filed on October 27, 2010)](https://www.sec.gov/Archives/edgar/data/1383312/000119312510238162/dex1031.htm) | | | | | | | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1383312/000138331217000030/exhibit102amendttoserp.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331217000030/exhibit102amendttoserp.htm)[1](https://www.sec.gov/Archives/edgar/data/1383312/000138331217000030/exhibit102amendttoserp.htm)] | | | | | | [Amendment to the Broadridge Financial Solutions, Inc. SERP, effective February 2, 2017 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on May 10, 2017)](https://www.sec.gov/Archives/edgar/data/1383312/000138331217000030/exhibit102amendttoserp.htm) | | | | | | | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1383312/000119312513443990/d629721dex41.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)[2](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] | | | | | | [Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan, Amended and Restated effective November 14, 2013 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 15, [removed: 2013)](https://www.sec.gov/Archives/edgar/data/1383312/000119312513443990/d629721dex41.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] | | | | | | | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)[3](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] | | | | | | [Amendment to the Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan (Amended and Restated effective November 14, 2013), effective February 6, 2018 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 8, 2018)](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm) | | | | | | | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1383312/000138331218000060/ex101omnibusawardplan2018.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)[4](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] | | | | | | [Broadridge Financial Solutions, Inc. 2018 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 13, [removed: 2018)](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000060/ex101omnibusawardplan2018.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000027/exhibit101omnibusawardplan.htm)] | | | | | | | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit101officerbonusplan.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit101officerbonusplan.htm)[5](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit101officerbonusplan.htm)] | | | | | | [Executive Officer Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit101officerbonusplan.htm) [8-K filed on November 14, 2018)](https://www.sec.gov/Archives/edgar/data/1383312/000138331218000062/exhibit101officerbonusplan.htm) | | | | | | | | |

| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/1383312/000114036121014114/brhc10023561_ex10-1.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000114036121014114/brhc10023561_ex10-1.htm)[6](https://www.sec.gov/Archives/edgar/data/1383312/000114036121014114/brhc10023561_ex10-1.htm)] | | | | | | [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 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 23, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000114036121014114/brhc10023561_ex10-1.htm) | | | | | | | | |

| [removed: [10.16](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm)[7](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm)] | | | | | | [Amended and Restated Executive Retirement and Savings Plan, effective January 1, 2019 (incorporated by reference to Exhibit 10.25 to Form 10-K filed on August 6, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000138331219000042/exhibit1025ersp2019.htm) | | | | | | | | |

| [removed: [10.17*](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit101ibmaritagmt1.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit101ibmaritagmt1.htm)[8](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit101ibmaritagmt1.htm)[*](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit101ibmaritagmt1.htm)] | | | | | | [Amended and Restated Information Technology Services Agreement, dated December 31, 2019 by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on January 31, 2020)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit101ibmaritagmt1.htm) | | | | | | | | |

| [removed: [10.18*](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit102ibmmsaagreem.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit102ibmmsaagreem.htm)[9](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit102ibmmsaagreem.htm)[*](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit102ibmmsaagreem.htm)] | | | | | | [2019 Master Services Agreement, dated December 31, 2019 by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on January 31, 2020)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000013/exhibit102ibmmsaagreem.htm) | | | | | | | | |

| [removed: [10.19](https://www.sec.gov/Archives/edgar/data/1383312/000114036119017401/ex10_1.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1383312/000114036119017401/ex10_1.htm)[20](https://www.sec.gov/Archives/edgar/data/1383312/000114036119017401/ex10_1.htm)] | | | | | | [Amendment Number Two to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 27, 2019)](https://www.sec.gov/Archives/edgar/data/1383312/000114036119017401/ex10_1.htm) | | | | | | | | |

| [removed: [10.20](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm)[1](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm)] | | | | | | [Amendment Number Three to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 10, 2020)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000037/exhibit9916-10x2020.htm) | | | | | | | | |

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)[2](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm)] | | | | | | [Amendment Number One to the Broadridge Financial Solutions, Inc. Officer Severance Plan (incorporated by reference to Exhibit 10.25 to Form 10-K filed on August 11, 2020)](https://www.sec.gov/Archives/edgar/data/1383312/000138331220000055/ex1025officerseverance.htm) | | | | | | | | |

| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)[3](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm)] | | | | | | [Form of Stock Option Grant Award Agreement for U.S. Non-Employee Directors (incorporated by reference to Exhibit 10.26 to Form 10-K filed on August 12, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1026form10-k2021.htm) | | | | | | | | |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm)[4](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm)] | | | | | | [Form of Deferred Stock Unit Award Agreement for U.S. Non-Employee Directors (incorporated by reference to Exhibit 10.27 to Form 10-K on August 12, 2021)](https://www.sec.gov/Archives/edgar/data/1383312/000138331221000047/exhibit1027form10-k2021.htm) | | | | | | | | |

| Ashima Ghei | | | | | | | | | | | |

| [10.6](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit106amendmenttosorp.htm) | | | | | | [Amendment to the Broadridge Financial Solutions, Inc. SORP, effective September 17, 2023.](https://www.sec.gov/Archives/edgar/data/1383312/000138331224000039/exhibit106amendmenttosorp.htm) | | | | | | | | |

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

Gokey and Edmund L.

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

| /S/ THOMAS J. PERNA | | | | | | Director | | | August 8, 2023 | | |

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

| [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) | | | | | | | | |