Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein.

Overview

Broadridge, a Delaware corporation and a part of the S&P 500® Index, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth 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.

We operate our business in two reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).

ACQUISITIONS

Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the business acquired by the Company are included in the Company’s Consolidated Statements of Earnings since the respective date of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill.

Fiscal Year 2025 Acquisition:

SIS

On November 1, 2024, the Company acquired Kyndryl’s Securities Industry Services (“SIS”) business (“SIS Business”) to provide wealth management, capital markets, and information technology solutions in Canada. SIS is included in the Company’s GTO reportable segment.

• For tax purposes, Goodwill is amortizable and tax deductible.

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

• Our discussions with the Canadian Competition Bureau are ongoing.

In connection with the acquisition, on November 1, 2024, Broadridge Software Limited, a subsidiary of the Company, entered into the SIS Services Agreement with Kyndryl Canada Limited (“Kyndryl Canada”) pursuant to which Kyndryl Canada will provide infrastructure managed services for the SIS Business. Refer to Note 15, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for further details.

Financial information for SIS is as follows:

						SIS
Cash payments						$	185.5
Net tangible liabilities assumed						$	(1.9)
Goodwill						38.3
Intangible assets						149.1
Aggregate purchase price						$	185.5

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

During the three months ended September 30, 2024, there was also an immaterial acquisition with an aggregate purchase price of $8.0 million.

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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 $3.3 million, and contingent liabilities incurred were valued at $14.0 million. This acquisition resulted in $42.0 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.

Investor Communication Solutions

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

A large portion of our Investor Communication Solutions business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge® is our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies. We have implemented digital applications to make voting easier for retail investors. We also provide the distribution of regulatory reports, class action and corporate action/reorganization event information, as well as tax reporting solutions that help our clients meet their regulatory compliance needs.

For asset managers and retirement service providers, we offer data-driven solutions and an end-to-end platform for content management, composition, and omni-channel distribution of regulatory, marketing, and transactional information. Our data and analytics solutions provide investment product distribution data, analytical tools, insights, and research to enable asset managers to optimize product distribution across retail and institutional channels globally. Through our Retirement and Workplace business (“Broadridge Retirement and Workplace”), we provide mutual fund trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals.

In addition, we provide public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including a full suite of annual meeting and shareholder engagement solutions such as registered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services and environmental, social and governance solutions. We also offer disclosure solutions, including annual SEC filing services and capital markets transaction services. We also provide registrar, stock transfer and record-keeping services through our transfer agency services.

We provide omni-channel customer communications solutions, that include print and digital solutions, to modernize technology infrastructures, simplify communications processes, accelerate digital adoption and improve the customer experience. Through one point of integration, the Broadridge Communications CloudSM platform helps companies create, deliver, and manage their communications and customer engagement. The platform includes data-driven composition tools, identity and preference management, omni-channel optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.

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Global Technology and Operations

Our Global Technology and Operations business provides the non-differentiating yet mission-critical infrastructure to the global financial markets. As a leading software as a service (“SaaS”) provider, we offer capital markets, wealth and investment management firms modern technology to enable growth, simplify their technology stacks and mutualize costs. Our highly scalable, resilient, component-based solutions automate the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services. Our Wealth Management business provides solutions for advisors and investors and also streamlines back and middle-office operations for broker-dealers by providing systems for critical post-trade activities, including books and records, transaction processing, clearance and settlement, and reporting. Our Investment Management business provides portfolio and order management solutions for traditional and alternative asset managers, which bring insights into trading, portfolio construction, risk and analytics. Our solutions connect asset managers to a global network of broker-dealers for trade execution and post-trade matching and confirmation. In addition, we provide business process outsourcing services for its buy and sell-side clients’ businesses. These services combine Broadridge’s technology with its operations expertise to support the entire trade lifecycle, including securities clearing and settlement, reconciliations, record-keeping, wealth management asset servicing, and custody-related functions.

For capital markets firms, we provide a set of multi-asset, multi-entity and multi-currency post-trade and trading and connectivity solutions that support processing of securities transactions in equities, options, fixed income securities, foreign exchange, exchange-traded derivatives and mutual funds. Provided on a SaaS basis within large user communities, our technology is a global solution, processing clearance and settlement in over 100 countries. Our solutions enable global capital markets firms to access market liquidity, drive more effective market making and efficient front-to-back trade processing. Through Broadridge Trading and Connectivity Solutions, we offer a set of global front-office trade order and execution management systems and connectivity solutions that enable market participants to connect and trade. The combination of the front-office solutions from the 2021 acquisition of Itiviti Holding AB (“Itiviti”) and our post-trade product suite and other capital markets capabilities enables our clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes.

Our Wealth Management business delivers technology solutions and other capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding. The wealth technology solutions enable full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools. We also integrate data, content and technology to drive new customer acquisition, support holistic and personalized advice and cross-sell opportunities. Our advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.

Our Investment Management business services the global investment management industry with a range of buy-side technology solutions such as portfolio management, compliance and fee billing and operational support solutions for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space including prime brokers, fund administrators and custodians.

Consolidation and Basis of Presentation

The Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). These Condensed Consolidated Financial Statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities. Intercompany balances and transactions have been eliminated. Amounts presented may not sum due to rounding.

The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements for the fiscal year ended June 30, 2024 in the 2024 Annual Report.

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Critical Accounting Estimates

In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Management continually evaluates the accounting policies and estimates used to prepare the Condensed Consolidated Financial Statements. The estimates, by their nature, are based on judgment, available information, and historical experience and are believed to be reasonable. However, actual amounts and results could differ from these estimates made by management. In management’s opinion, the Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of results reported. The results of operations reported for the periods presented are not necessarily indicative of the results of operations for subsequent periods. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in the “Critical Accounting Policies” section of Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2024 Annual Report.

KEY PERFORMANCE INDICATORS

Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance. These performance indicators include Revenue and Recurring revenue as well as not generally accepted accounting principles measures (“Non-GAAP”) of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, Free Cash flow, Recurring revenue growth constant currency, and Closed sales. In addition, management focuses on select operating metrics specific to Broadridge of Record Growth and Internal Trade Growth, as defined below.

Refer to the section “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” for a reconciliation of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, Free Cash flow and Recurring revenue growth constant currency to the most directly comparable GAAP measures, and an explanation for why these Non-GAAP metrics provide useful information to investors and how management uses these Non-GAAP metrics for operational and financial decision-making. Refer to the section “Results of Operations” for a description of Closed sales and an explanation of why Closed sales is a useful performance metric for management and investors.

Revenues

Revenues are primarily generated from fees for processing and distributing investor communications and fees for technology-enabled services and solutions. The Company monitors revenue in each of our two reportable segments as a key measure of success in addressing our clients’ needs. Revenues from fees are derived from both recurring and event-driven activity. The level of recurring and event-driven activity the Company processes directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. Event-driven revenues are based on the number of special events and corporate transactions the Company processes. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven revenues. Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services as well as Broadridge Retirement and Workplace administrative services.

Recurring revenue growth represents the Company’s total annual revenue growth, less growth from event-driven and distribution revenues. We distinguish recurring revenue growth between organic and acquired:

• Organic – We define organic revenue as the recurring revenue generated from Net New Business and Internal Growth.

• Acquired – We define acquired revenue as the recurring revenue generated from acquired services in the first twelve months following the date of acquisition. This type of growth comes as a result of our strategy to purchase, integrate, and leverage the value of assets we acquire.

Revenue and Recurring revenue are useful metrics for investors in understanding how management measures and evaluates the Company’s ongoing operational performance. See “Results of Operations” as well as Note 3, “Revenue Recognition” to our Condensed Consolidated Financial Statements in this Form 10-Q.

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Record Growth and Internal Trade Growth

The Company uses select operating metrics specific to Broadridge of Record Growth and Internal Trade Growth in evaluating its business results and identifying trends affecting its business. Record Growth is comprised of stock record growth and interim record growth. Stock record growth (also referred to as “SRG” or “equity position growth”) measures the estimated annual change in positions eligible for equity proxy materials. Interim record growth (also referred to as “IRG” or “mutual fund/ETF position growth”) measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.

Internal Trade Growth represents the estimated change in daily average trade volumes for Broadridge securities processing clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods. Record Growth and Internal Trade Growth are useful non-financial metrics for investors in understanding how management measures and evaluates Broadridge’s ongoing operational performance within its Investor Communication Solutions and Global Technology and Operations reportable segments, respectively.

The key performance indicators for the three and six months ended December 31, 2024, and 2023, are as follows:

			Select Operating Metrics
			Three Months Ended December 31,												Six Months Ended December 31,
			2024						2023						2024						2023
Record Growth
Equity positions (Stock records)			11		%				6		%				8		%				7		%
Mutual fund/ETF positions (Interim records)			5		%				5		%				8		%				3		%
Internal Trade Growth			13		%				12		%				12		%				13		%

Results of Operations

The following discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the three and six months ended December 31, 2024 compared to the three and six months ended December 31, 2023. The Analysis of Condensed Consolidated Statements of Earnings should be read in conjunction with the Analysis of Reportable Segments, which provides a more detailed discussion concerning certain components of the Condensed Consolidated Statements of Earnings.

The following references are utilized in the discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments:

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

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

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

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

The following definitions describe the Company’s Revenues:

Revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity, in addition to distribution revenues. The level of recurring and event-driven activity we process directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. The types of services we provide that comprise event-driven activity are:

• Mutual Fund Proxy: The proxy and related services we provide to mutual funds when certain events occur requiring a shareholder vote including changes in directors, sub-advisors, fee structures, investment restrictions,

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and mergers of funds.

• Mutual Fund Communications: Mutual fund communications services consist primarily of the distribution on behalf of mutual funds of supplemental information required to be provided to the annual mutual fund prospectus as a result of certain triggering events such as a change in portfolio managers. In addition, mutual fund communications consist of notices and marketing materials such as newsletters.

• Equity Proxy Contests and Specials, Corporate Actions, and Other: The proxy services we provide in connection with shareholder meetings driven by special events such as proxy contests, mergers and acquisitions, and tender/exchange offers.

Event-driven revenues are based on the number of special events and corporate transactions we process. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven revenues. As such, the timing and level of event-driven activity and its potential impact on revenues and earnings are difficult to forecast.

Generally, mutual fund proxy activity has been subject to a greater level of volatility than the other components of event-driven activity. For the six months ended December 31, 2024, mutual fund proxy revenues were 103% higher compared to the six months ended December 31, 2023. During fiscal year 2024, mutual fund proxy revenues were 66% higher than the prior fiscal year. Although it is difficult to forecast the levels of event-driven activity, we expect that the portion of revenues derived from mutual fund proxy activity may continue to experience volatility in the future.

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

Distribution cost of revenues consists primarily of postage-related expenses incurred in connection with our Investor Communication Solutions segment, as well as Broadridge Retirement and Workplace administrative services expenses. These costs are reflected in Cost of revenues.

Closed sales represent an estimate of the expected annual recurring revenue for new client contracts that were signed by Broadridge in the current reporting period. Closed sales does not include event-driven or distribution activity. We consider contract terms, expected client volumes or activity, knowledge of the marketplace and experience with our clients, among other factors, when determining the estimate. Management uses Closed sales to measure the effectiveness of our sales and marketing programs, as an indicator of expected future revenues and as a performance metric in determining incentive compensation.

Closed sales is not a measure of financial performance under GAAP, and should not be considered in isolation or as a substitute for revenue or other income statement data prepared in accordance with GAAP. Closed sales is a useful metric for investors in understanding how management measures and evaluates our ongoing operational performance.

The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as actual achieved Closed sales. Larger Closed sales can take up to 12 to 24 months or longer to convert to revenues, particularly for the services provided by our Global Technology and Operations segment. For the three and six months ended December 31, 2024 and for the fiscal year ended June 30, 2024, we reported Closed sales net of a 5.0% allowance adjustment. Consequently, our reported Closed sales amounts will not be adjusted for actual revenues achieved because these adjustments are estimated in the period the sale is reported. We assess this allowance amount at the end of each fiscal year to establish the appropriate allowance for the subsequent year using the trailing five years actual data as the starting point, normalized for outlying factors, if any, to enhance the accuracy of the allowance.

Closed sales for the three months ended December 31, 2024 were $45.7 million, a decrease of $12.4 million, or 21%, compared to $58.0 million for the three months ended December 31, 2023. Closed sales for the three months ended December 31, 2024 and December 31, 2023 are net of an allowance adjustment of $2.4 million and $3.1 million, respectively.

Closed sales for the six months ended December 31, 2024 were $103.2 million, a decrease of $2.5 million, or 2%, compared to $105.6 million for the six months ended December 31, 2023. Closed sales for the six months ended December 31, 2024 and December 31, 2023 are net of an allowance adjustment of $5.4 million and $5.6 million, respectively.

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Analysis of Condensed Consolidated Statements of Earnings

Three Months Ended December 31, 2024 versus Three Months Ended December 31, 2023

The table below presents Condensed Consolidated Statements of Earnings data for the three months ended December 31, 2024 and 2023, and the dollar and percentage changes between periods:

			Three Months Ended December 31,
															Change
			2024						2023						$						%
			(in millions, except per share amounts)
Revenues			$	1,589.2					$	1,405.0					$	184.2					13
Cost of revenues			1,145.8						1,057.2						88.6						8
Selling, general and administrative expenses			232.8						223.4						9.3						4
Total operating expenses			1,378.5						1,280.6						97.9						8
Operating income			210.7						124.4						86.3						69
Margin			13.3		%				8.9		%
Interest expense, net			(32.7)						(36.3)						3.5						(10)
Other non-operating expenses, net			(1.9)						(0.4)						(1.4)						375
Earnings before income taxes			176.0						87.6						88.4						101
Provision for income taxes			33.6						17.4						16.2						93
Effective tax rate			19.1		%				19.9		%
Net earnings			$	142.4					$	70.3					$	72.1					103
Basic earnings per share			$	1.22					$	0.60					$	0.62					103
Diluted earnings per share			$	1.20					$	0.59					$	0.61					103
Weighted-average shares outstanding:
Basic			117.1						117.7
Diluted			118.3						119.1

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Revenues

The table below presents Condensed Consolidated Statements of Earnings data for the three months ended December 31, 2024 and 2023, and the dollar and percentage changes between periods:

			Three Months Ended December 31,
															Change
			2024						2023						$						%
			($ in millions)
Recurring revenues			$	980.2					$	898.8					$	81.3					9
Event-driven revenues			124.6						55.2						69.3						126
Distribution revenues			484.5						450.9						33.6						7
Total			$	1,589.2					$	1,405.0					$	184.2					13

			Points of Growth
			Net New Business						Internal Growth						Acquisitions						Foreign Exchange						Total
Recurring revenue Growth Drivers			4pts						3pts						2pts						0pts						9		%

Revenues increased $184.2 million, or 13%, to $1,589.2 million from $1,405.0 million.

• Recurring revenues increased $81.3 million, or 9%, to $980.2 million. Recurring revenue growth constant currency (Non-GAAP) was 9%, driven by Net New Business in ICS and Internal Growth and acquisitions in GTO.

• Event-driven revenues increased $69.3 million, or 126%, driven by a higher volume of mutual fund communications.

• Distribution revenues increased $33.6 million, or 7%, driven by the postage rate increase of approximately $30 million.

Total operating expenses**.** Operating expenses increased $97.9 million, or 8%, to $1,378.5 million from $1,280.6 million:

• Cost of revenues - the increase of $88.6 million primarily reflects higher expenses including the impact of the postage rate increase in our ICS segment of approximately $30 million, higher expenses related to the SIS acquisition, and higher expenses related to revenues.

• Selling, general and administrative expenses - the increase of $9.3 million was primarily driven by higher compensation related expenses and higher technology related expenses.

Interest expense, net. Interest expense, net was $32.7 million, a decrease of $3.5 million, from $36.3 million for the three months ended December 31, 2023. The decrease of $3.5 million was primarily due to a decrease in interest expense from lower average borrowing rates.

Other non-operating expenses, net. Other non-operating expenses, net for the three months ended December 31, 2024 was $1.9 million, compared to Other non-operating expenses of $0.4 million for the three months ended December 31, 2023.

Provision for income taxes**.**

• Effective tax rate for the three months ended December 31, 2024: 19.1%

• Effective tax rate for the three months ended December 31, 2023: 19.9%

The decrease in the effective tax rate for the three months ended December 31, 2024 was primarily driven by an increase in discrete tax benefits inclusive of excess tax benefit related to equity compensation.

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Six Months Ended December 31, 2024 versus Six Months Ended December 31, 2023

The table below presents Condensed Consolidated Statements of Earnings data for the six months ended December 31, 2024 and 2023, and the dollar and percentage changes between periods:

			Six Months Ended December 31,
															Change
			2024						2023						$						%
			(in millions, except per share amounts)
Revenues			$	3,012.1					$	2,836.0					$	176.0					6
Cost of revenues			2,220.8						2,132.5						88.3						4
Selling, general and administrative expenses			446.1						430.8						15.4						4
Total operating expenses			2,667.0						2,563.2						103.7						4
Operating income			345.1						272.8						72.3						27
Margin			11.5		%				9.6		%
Interest expense, net			(65.0)						(69.7)						4.7						(7)
Other non-operating expenses, net			(3.8)						(2.6)						(1.2)						46
Earnings before income taxes			276.3						200.5						75.8						38
Provision for income taxes			54.1						39.4						14.8						37
Effective tax rate			19.6		%				19.7		%
Net earnings			$	222.2					$	161.2					$	61.0					38
Basic earnings per share			$	1.90					$	1.37					$	0.53					39
Diluted earnings per share			$	1.88					$	1.35					$	0.53					39
Weighted-average shares outstanding:
Basic			117.0						117.8
Diluted			118.2						119.1

Revenues

The table below presents Condensed Consolidated Statements of Earnings data for the six months ended December 31, 2024 and 2023, and the dollar and percentage changes between periods:

			Six Months Ended December 31,
															Change
			2024						2023						$						%
			($ in millions)
Recurring revenues			$	1,880.5					$	1,770.0					$	110.4					6
Event-driven revenues			187.6						142.1						45.5						32
Distribution revenues			944.0						923.9						20.1						2
Total			$	3,012.1					$	2,836.0					$	176.0					6

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			Points of Growth
			Net New Business						Internal Growth						Acquisitions						Foreign Exchange						Total
Recurring revenue Growth Drivers			3pts						2pts						1pt						0pts						6		%

Revenues increased $176.0, or 6%, to $3,012.1 million from $2,836.0 million.

• Recurring revenues increased $110.4 million, or 6%, to $1,880.5 million. Recurring revenue growth constant currency (Non-GAAP) was 6%, driven by organic growth in ICS and GTO and Acquisitions in GTO.

• Event-driven revenues increased $45.5 million, or 32%, driven by a higher volume of mutual fund communications.

• Distribution revenues increased $20.1 million, or 2%, driven by the postage rate increase of approximately $54 million partially offset by lower print and mail volumes.

Total operating expenses**.** Operating expenses increased $103.7 million, or 4%, to $2,667.0 million from $2,563.2 million:

• Cost of revenues - the increase of $88.3 million primarily reflects higher expenses including postage and distribution costs in our ICS segment totaling $23.5 million, higher expenses related to the SIS acquisition, and higher expenses related to revenues.

• Selling, general and administrative expenses - the increase of $15.4 million was primarily driven by higher technology related investments.

Interest expense, net. Interest expense, net was $65.0 million, a decrease of $4.7 million, from $69.7 million for the six months ended December 31, 2023. The decrease of $4.7 million was primarily due to a decrease in interest expense from lower average borrowing rates.

Other non-operating expenses, net. Other non-operating expenses, net for the six months ended December 31, 2024 was $3.8 million, compared to Other non-operating expenses of $2.6 million for the six months ended December 31, 2023.

Provision for income taxes**.**

• Effective tax rate for the six months ended December 31, 2024: 19.6%

• Effective tax rate for the six months ended December 31, 2023: 19.7%

The decrease in the effective tax rate for the six months ended December 31, 2024 was primarily driven by an increase in discrete tax benefits inclusive of excess tax benefit related to equity compensation.

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Analysis of Reportable Segments

Broadridge has two reportable segments: (1) Investor Communication Solutions and (2) Global Technology and Operations.

The primary component of “Other” are certain gains, losses, corporate overhead expenses and non-operating expenses that have not been allocated to the reportable segments, such as interest expense.

Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related operating and non-operating expense items in Other rather than reflect such items in segment profit.

Revenues

			Three Months Ended December 31,																								Six Months Ended December 31,
															Change																								Change
			2024						2023						$						%						2024						2023						$						%
			($ in millions)																								($ in millions)
Investor Communication Solutions			$	1,149.2					$	999.5					$	149.6					15						$	2,164.8					$	2,028.2					$	136.6					7
Global Technology and Operations			440.0						405.4						34.6						9						847.2						807.9						39.4						5
Total			$	1,589.2					$	1,405.0					$	184.2					13						$	3,012.1					$	2,836.0					$	176.0					6

Earnings Before Income Taxes

			Three Months Ended December 31,																					Six Months Ended December 31,
															Change																					Change
			2024						2023						$						%			2024						2023						$						%
			($ in millions)																					($ in millions)
Investor Communication Solutions			$	174.1					$	95.8					$	78.2					82			$	270.6					$	211.0					$	59.6					28
Global Technology and Operations			49.7						39.3						10.4						26			97.1						73.0						24.1						33
Other			(47.7)						(47.5)						(0.2)						—			(91.4)						(83.5)						(7.9)						9
Total			$	176.0					$	87.6					$	88.4					101			$	276.3					$	200.5					$	75.8					38

The amount of amortization of acquired intangibles and purchased intellectual property by segment is as follows:

			Three Months Ended December 31,																					Six Months Ended December 31,
															Change																					Change
			2024						2023						$						%			2024						2023						$						%
			($ in millions)																					($ in millions)
Investor Communication Solutions			$	10.9					$	11.4					$	(0.4)					(4)			$	22.5					$	22.8					$	(0.3)					(1)
Global Technology and Operations			38.6						38.5						0.1						—			75.2						77.9						(2.7)						(3)
Total			$	49.5					$	49.9					$	(0.4)					(1)			$	97.7					$	100.7					$	(3.0)					(3)

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Investor Communication Solutions

Revenues for the three months ended December 31, 2024 increased $149.6 million to $1,149.2 million from $999.5 million, and earnings before income taxes increased $78.2 million to $174.1 million from $95.8 million.

Revenues for the six months ended December 31, 2024 increased $136.6 million to $2,164.8 million from $2,028.2 million, and earnings before income taxes increased $59.6 million to $270.6 million from $211.0 million.

			Three Months Ended December 31,																								Six Months Ended December 31,
															Change																								Change
			2024						2023						$						%						2024						2023						$						%
			($ in millions)																								($ in millions)
Revenues
Recurring revenues			$	540.2					$	493.4					$	46.8					9						$	1,033.2					$	962.2					$	71.1					7
Event-driven revenues			124.6						55.2						69.3						126						187.6						142.1						45.5						32
Distribution revenues			484.5						450.9						33.6						7						944.0						923.9						20.1						2
Total			$	1,149.2					$	999.5					$	149.6					15						$	2,164.8					$	2,028.2					$	136.6					7
Earnings Before Income Taxes
Earnings before income taxes			$	174.1					$	95.8					$	78.2					82						$	270.6					$	211.0					$	59.6					28
Pre-tax Margin			15.1		%				9.6		%																12.5		%				10.4		%

			Three Months Ended December 31, 2024
			Points of Growth
			Net New Business						Internal Growth						Acquisitions						Foreign Exchange						Total
Recurring revenue Growth Drivers			7pts						2pts						0pts						0pts						9		%

			Six Months Ended December 31, 2024
			Points of Growth
			Net New Business						Internal Growth						Acquisitions						Foreign Exchange						Total
Recurring revenue Growth Drivers			6pts						1pt						0pts						0pts						7		%

For the three months ended December 31, 2024:

• Recurring revenues increased $46.8 million, or 9%, to $540.2 million. Recurring revenue growth constant currency (Non-GAAP) was 9%, driven by Net New Business and Internal growth.

• By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:

◦Regulatory rose 8% and 8%, respectively, which included the impact of equity position growth of 11% and mutual fund/ETF position growth of 5%.

◦Data-driven fund solutions rose 9% and 8%, respectively, driven by growth in our global distribution insights and retirement and workplace products.

◦Issuer rose 18% and 18%, respectively, driven by growth in disclosure solutions and shareholder engagement solutions.

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◦Customer communications rose 10% and 10%, respectively, driven by growth in print revenues and digital communications.

• Event-driven revenues increased $69.3 million, or 126%, driven by a higher volume of mutual fund communications.

• Distribution revenues increased $33.6 million, or 7%, primarily driven by the postage rate increase of approximately $30 million.

• Earnings before income taxes increased $78.2 million, or 82%, to $174.1 million, from higher Recurring and Event-driven revenues. Operating expenses rose 8%, or $71.4 million to $975.1 million driven by the impact of the postage rate increase and higher volume related expenses.

• Pre-tax margins increased by 5.5% to 15.1% from 9.6% in the prior period.

For the six months ended December 31, 2024:

• Recurring revenues increased $71.1 million, or 7%, to $1,033.2 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by Net New Business and Internal growth.

• By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:

◦Regulatory rose 7% and 7%, respectively, which included the impact of equity position growth of 8% and mutual fund/ETF position growth of 8%.

◦Data-driven fund solutions rose 7% and 7%, respectively, driven primarily by growth in our retirement and workplace products and global distribution insights.

◦Issuer rose 13% and 13%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions products.

◦Customer communications rose 7% and 7%, respectively, driven by growth in print revenues and digital communications.

• Event-driven revenues increased $45.5 million, or 32%, driven by a higher volume of mutual fund communications.

• Distribution revenues increased $20.1 million, or 2%, driven by the postage rate increase of approximately $54 million partially offset by lower mail volumes.

• Earnings before income taxes increased $59.6 million, or 28%, to $270.6 million, from higher Recurring and Event-driven revenues. Operating expenses rose 4%, or $77.1 million to $1,894.2 million driven by the impact of the postage rate increase and higher volume related expenses.

• Pre-tax margins increased by 2.1% to 12.5% from 10.4% in the prior period.

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Global Technology and Operations

Revenues for the three months ended December 31, 2024 increased $34.6 million to $440.0 million from $405.4 million, and earnings before income taxes increased $10.4 million to $49.7 million from $39.3 million.

Revenues for the six months ended December 31, 2024 increased $39.4 million to $847.2 million from $807.9 million, and earnings before income taxes increased $24.1 million to $97.1 million from $73.0 million.

			Three Months Ended December 31,																								Six Months Ended December 31,
															Change																								Change
			2024						2023						$						%						2024						2023						$						%
			($ in millions)																								($ in millions)
Revenues
Recurring revenues			$	440.0					$	405.4					$	34.6					9						$	847.2					$	807.9					$	39.4					5
Earnings Before Income Taxes
Earnings before income taxes			$	49.7					$	39.3					$	10.4					26						$	97.1					$	73.0					$	24.1					33
Pre-tax Margin			11.3		%				9.7		%																11.5		%				9.0		%

			Three Months Ended December 31, 2024
			Points of Growth
			Net New Business						Internal Growth						Acquisitions						Foreign Exchange						Total
Recurring revenue Growth Drivers			1pt						3pts						4pts						0pts						9		%

			Six Months Ended December 31, 2024
			Points of Growth
			Net New Business						Internal Growth						Acquisitions						Foreign Exchange						Total
Recurring revenue Growth Drivers			1pt						3pts						2pts						0pt						5		%

For the three months ended December 31, 2024:

• Recurring revenues increased $34.6 million, or 9%, to $440.0 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by 4pts of organic growth and 4pts from the acquisition of SIS.

• By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:

◦Capital Markets rose 6% and 6%, respectively, driven by revenue from new sales and Internal Growth. Internal Growth benefited from higher trading volumes.

◦Wealth and Investment Management rose 12% and 12%, respectively, driven by 2pts of organic growth and 11pts from the SIS acquisition. Organic growth was negatively impacted by 4pts as a result of the loss of a large client.

• Earnings before income taxes increased $10.4 million as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.

• Pre-tax margins increased by 1.6% to 11.3% from 9.7%.

For the six months ended December 31, 2024:

• Recurring revenues increased $39.4 million, or 5%, to $847.2 million. Recurring revenue growth constant currency (Non-GAAP) was 5%, driven by 3pts of organic growth and 2pts from the acquisition of SIS.

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• By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:

◦Capital Markets rose 6% and 6%, respectively, driven by revenue from new sales and Internal Growth. Internal Growth benefited from higher trading volumes.

◦Wealth and Investment Management rose 3% and 4%, respectively, as 5pts from the SIS acquisition more than offset an organic revenue decline of 1pt. Organic growth was negatively impacted by 7pts as a result of the loss of a large client.

• Earnings before income taxes increased $24.1 million as higher revenues more than offset higher expenses, including those related to the acquisition of SIS.

• Pre-tax margins increased by 2.5% to 11.5% from 9.0%.

Other

Loss before income taxes was $47.7 million for the three months ended December 31, 2024, an increase of $0.2 million compared to $47.5 million for the three months ended December 31, 2023.

Loss before income taxes was $91.4 million for the six months ended December 31, 2024, an increase of $7.9 million compared to $83.5 million for the six months ended December 31, 2023.

• The increased loss before income taxes was primarily due to higher compensation and acquisition related expenses, which more than offset a decline in net interest expense.

Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures

The Company’s results in this Quarterly Report on Form 10-Q are presented in accordance with U.S. GAAP except where otherwise noted. In certain circumstances, Non-GAAP results have been presented. These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Free cash flow and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.

The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.

Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share

These Non-GAAP measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items, the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items:

(i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company’s acquisition activities.

(ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company’s acquisition activities.

We exclude Acquisition and Integration Costs from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.

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We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.

Free Cash Flow

In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures as well as Software purchases and capitalized internal use software.

Recurring Revenue Growth Constant Currency

As a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. The exclusion of the impact of foreign currency exchange fluctuations from our Recurring revenue growth, or what we refer to as amounts expressed “on a constant currency basis,” is a Non-GAAP measure. We believe that excluding the impact of foreign currency exchange fluctuations from our Recurring revenue growth provides additional information that enables enhanced comparison to prior periods.

Changes in Recurring revenue growth expressed on a constant currency basis are presented excluding the impact of foreign currency exchange fluctuations. To present this information, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year.

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Reconciliation of Non-GAAP measures to the most directly comparable GAAP measures (unaudited)

			Three Months Ended December 31,												Six Months Ended December 31,
			2024						2023						2024						2023
			(in millions)												(in millions)
Operating income (GAAP)			$	210.7					$	124.4					$	345.1					$	272.8
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property			49.5						49.9						97.7						100.7
Acquisition and Integration Costs			3.1						0.2						5.3						0.2
Adjusted Operating income (Non-GAAP)			$	263.3					$	174.5					$	448.1					$	373.7
Operating income margin (GAAP)			13.3		%				8.9		%				11.5		%				9.6		%
Adjusted Operating income margin (Non-GAAP)			16.6		%				12.4		%				14.9		%				13.2		%

			Three Months Ended December 31,												Six Months Ended December 31,
			2024						2023						2024						2023
			(in millions)												(in millions)
Net earnings (GAAP)			$	142.4					$	70.3					$	222.2					$	161.2
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property			49.5						49.9						97.7						100.7
Acquisition and Integration Costs			3.1						0.2						5.3						0.2
Subtotal of adjustments			52.6						50.1						103.0						100.9
Tax impact of adjustments (a)			(10.7)						(10.8)						(22.5)						(22.9)
Adjusted Net earnings (Non-GAAP)			$	184.4					$	109.6					$	302.7					$	239.2

			Three Months Ended December 31,												Six Months Ended December 31,
			2024						2023						2024						2023
Diluted earnings per share (GAAP)			$	1.20					$	0.59					$	1.88					$	1.35
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property			0.42						0.42						0.83						0.85
Acquisition and Integration Costs			0.03						—						0.04						—
Subtotal of adjustments			0.44						0.42						0.87						0.85
Tax impact of adjustments (a)			(0.09)						(0.09)						(0.19)						(0.19)
Adjusted earnings per share (Non-GAAP)			$	1.56					$	0.92					$	2.56					$	2.01

(a) Calculated using the GAAP effective tax rate, adjusted to exclude $3.2 million and $6.3 million of excess tax benefits associated with stock-based compensation for the three and six months ended December 31, 2024, respectively, and $1.2 million and $6.2 million of excess tax benefits associated with stock-based compensation for the three and six months ended December 31, 2023, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

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			Six Months Ended December 31,
			2024						2023
			(in millions)
Net cash flows from operating activities (GAAP)			$	111.2					$	127.8
Capital expenditures and Software purchases and capitalized internal use software			(54.9)						(36.4)
Free cash flow (Non-GAAP)			$	56.3					$	91.4

			Three Months Ended December 31, 2024
Investor Communication Solutions			Regulatory						Data-Driven Fund Solutions						Issuer						Customer Communications						Total
Recurring revenue growth (GAAP)			8		%				9		%				18		%				10		%				9		%
Impact of foreign currency exchange			0		%				0		%				0		%				0		%				0		%
Recurring revenue growth constant currency (Non-GAAP)			8		%				8		%				18		%				10		%				9		%

			Three Months Ended December 31, 2024
Global Technology and Operations			Capital Markets						Wealth and Investment Management						Total
Recurring revenue growth (GAAP)			6		%				12		%				9		%
Impact of foreign currency exchange			(1		%)				0		%				0		%
Recurring revenue growth constant currency (Non-GAAP)			6		%				12		%				8		%

			Three Months Ended December 31, 2024
Consolidated			Total
Recurring revenue growth (GAAP)			9		%
Impact of foreign currency exchange			0		%
Recurring revenue growth constant currency (Non-GAAP)			9		%

			Six Months Ended December 31, 2024
Investor Communication Solutions			Regulatory						Data-Driven Fund Solutions						Issuer						Customer Communications						Total
Recurring revenue growth (GAAP)			7		%				7		%				13		%				7		%				7		%
Impact of foreign currency exchange			0		%				0		%				0		%				0		%				0		%
Recurring revenue growth constant currency (Non-GAAP)			7		%				7		%				13		%				7		%				7		%

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			Six Months Ended December 31, 2024
Global Technology and Operations			Capital Markets						Wealth and Investment Management						Total
Recurring revenue growth (GAAP)			6		%				3		%				5		%
Impact of foreign currency exchange			0		%				0		%				0		%
Recurring revenue growth constant currency (Non-GAAP)			6		%				4		%				5		%

			Six Months Ended December 31, 2024
Consolidated			Total
Recurring revenue growth (GAAP)			6		%
Impact of foreign currency exchange			0		%
Recurring revenue growth constant currency (Non-GAAP)			6		%

Financial Condition, Liquidity and Capital Resources

Cash and cash equivalents consisted of the following:

			December 31, 2024						June 30, 2024
			(in millions)
Cash and cash equivalents:
Domestic cash			$	81.1					$	78.4
Cash held by foreign subsidiaries			156.8						177.3
Cash held by regulated entities			52.0						48.7
Total cash and cash equivalents			$	289.9					$	304.4

At December 31, 2024, Cash and cash equivalents were $289.9 million and Total stockholders’ equity was $2,228.3 million. At the current time, and in future periods, we expect cash generated by our operations, together with existing cash, cash equivalents, and borrowings from the capital markets, to be sufficient to cover cash needs for working capital, capital expenditures, strategic acquisitions, dividends and common stock repurchases.

We expect existing domestic cash, cash equivalents, cash flows from operations and borrowing capacity to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as regular quarterly dividends, debt repayment schedules, and material capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. In addition, we expect existing foreign cash, cash equivalents, cash flows from operations and borrowing capacity to continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. If these funds are needed for our operations in the U.S., we may be required to pay additional foreign taxes to repatriate these funds. However, while we may do so at a future date, the Company does not need to repatriate future foreign earnings to fund U.S. operations.

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

			Expiration Date						Principal amount outstanding at December 31, 2024						Carrying value at December 31, 2024						Carrying value at June 30, 2024						Unused Available Capacity						Fair Value at December 31, 2024
															(in millions)
Long-term debt
Fiscal 2025 Revolving Credit Facility:
U.S. dollar tranche			December 2029						$	170.0					$	170.0					$	—					$	830.0					$	170.0
Multicurrency tranche			December 2029						128.8						128.8						—						371.2						128.8
Total Revolving Credit Facility									$	298.8					$	298.8					$	—					$	1,201.2					$	298.8
Fiscal 2024 Amended Term Loan			August 2026						$	1,120.0					$	1,118.4					$	1,117.9					$	—					$	1,120.0
Fiscal 2016 Senior Notes			June 2026						$	500.0					$	499.0					$	498.7					$	—					$	490.6
Fiscal 2020 Senior Notes			December 2029						750.0						745.6						745.1						—						678.1
Fiscal 2021 Senior Notes			May 2031						1,000.0						993.9						993.4						—						855.9
Total Senior Notes									$	2,250.0					$	2,238.4					$	2,237.2					$	—					$	2,024.6
Total debt									$	3,668.8					$	3,655.6					$	3,355.1					$	1,201.2					$	3,443.4

Future principal payments on our outstanding debt are as follows:

Years ending June 30,						2025						2026						2027						2028						2029						Thereafter						Total
(in millions)						$	—					$	500.0					$	1,120.0					$	—					$	—					$	2,048.8					$	3,668.8

The Company has a $1.5 billion five-year revolving credit facility (the “Fiscal 2025 Revolving Credit Facility”), which is comprised of a $1.0 billion U.S. dollar tranche and a $500.0 million multicurrency tranche. Under the Fiscal 2025 Revolving Credit Facility, revolving loans denominated in U.S. Dollars, Canadian Dollars, Euro, Sterling, Swedish Kronor, and Yen initially bear interest at Adjusted Term SOFR, Adjusted Term CORRA, EURIBOR, TIBOR, SONIA, and STIBOR, respectively, plus 1.000% per annum (subject to multiple step-ups to 1.250% per annum and multiple step-downs to 0.785%, in each case, based on ratings). The Fiscal 2025 Revolving Credit Facility also has a facility fee of 0.125% per annum (subject to multiple step-ups to 0.25% per annum and multiple step-downs to 0.090% per annum, in each case, based on ratings).

In March 2021, the Company entered into an amended and restated term credit agreement, (as amended on December 23, 2021 and May 23, 3023, “Term Credit Agreement”), providing for term loan commitments in an aggregate principal amount of $2.55 billion, comprised of a $1.0 billion tranche (“Tranche 1”) and a $1.55 billion tranche (“Tranche 2,” together with Tranche 1, the “Fiscal 2021 Term Loans”). The Tranche 1 Loan was repaid in full in May 2021. The Tranche 2 Loan was to mature in May 2024. The proceeds of the Fiscal 2021 Term Loans were used by the Company to solely finance the Itiviti acquisition and pay certain fees and expenses in connection therewith. On May 23, 2023, we amended the interest rate index from LIBOR to Adjusted Term SOFR. All other terms remained unchanged. Interest on the outstanding portion of the Fiscal 2021 Term Loans bore interest at Adjusted Term SOFR plus 1.000% per annum (subject to step-ups to Adjusted Term SOFR plus 1.250% or a step-down to Adjusted Term SOFR plus 0.750% based on ratings).

On August 17, 2023, the Company amended and restated the Term Credit Agreement (the “Amended and Restated Term Credit Agreement”), providing for term loan commitment in an aggregate principal amount of $1.3 billion, replacing the Tranche 2 Loan of the Fiscal 2021 Term Loans (the “Fiscal 2024 Amended Term Loan”). The Fiscal 2024 Amended Term Loan will mature in August 2026 on the third anniversary of the amended Funding Date of August 17, 2023. The Fiscal 2024 Amended Term Loan bears interest at Adjusted Term SOFR plus 1.250% per annum (subject to a step-up to Adjusted Term SOFR plus 1.375% or step-downs to Adjusted Term SOFR plus 1.125% and Adjusted Term SOFR plus 1.000%, in each case, based on ratings).

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In June 2016, the Company completed an offering of $500.0 million in aggregate principal amount of senior notes (the “Fiscal 2016 Senior Notes”). Interest on the Fiscal 2016 Senior Notes is payable semiannually on June 27 and December 27 of each year based on a fixed per annum rate equal to 3.40%. In December 2019, the Company completed an offering of $750.0 million in aggregate principal amount of senior notes (the “Fiscal 2020 Senior Notes”). Interest on the Fiscal 2020 Senior Notes is payable semiannually on June 1 and December 1 of each year based on a fixed per annum rate equal to 2.90%. In May 2021, the Company completed an offering of $1.0 billion in aggregate principal amount of senior notes (the “Fiscal 2021 Senior Notes”). Interest on the Fiscal 2021 Senior Notes is payable semi-annually in arrears on May 1 and November 1 of each year based on a fixed per annum rate equal to 2.60%.

The Fiscal 2025 Revolving Credit Facility, Fiscal 2024 Amended Term Loan, Fiscal 2016 Senior Notes, Fiscal 2020 Senior Notes and Fiscal 2021 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.

Please refer to Note 11, “Borrowings” to our Condensed Consolidated Financial Statements in Item 1. of Part I of this Quarterly Report on Form 10-Q for a more detailed discussion.

Cash Flows

			Six Months Ended December 31,
															Change
			2024						2023						$
			(in millions)
Net cash flows from operating activities			$	111.2					$	127.8					$	(16.6)
Net cash flows from investing activities			(250.4)						(36.4)						(214.0)
Net cash flows from financing activities			127.7						(66.2)						193.9
Effect of exchange rate changes on Cash and cash equivalents			(3.0)						(0.4)						(2.5)
Net change in Cash and cash equivalents			$	(14.5)					$	24.7					$	(39.2)
Free cash flow:
Net cash flows from operating activities (GAAP)			$	111.2					$	127.8					$	(16.6)
Capital expenditures and Software purchases and capitalized internal use software			(54.9)						(36.4)						(18.5)
Free cash flow (Non-GAAP)			$	56.3					$	91.4					$	(35.1)

The decrease in cash from operating activities of $16.6 million in the six months ended December 31, 2024, as compared to the six months ended December 31, 2023, was primarily due to an increase in cash payments related to accrued expenses, Accounts payable and taxes payable of $85.1 million, all included in the change in Payables and accrued expenses, and an increase in Accounts receivable of $64.8 million related to the increase in client billings as a result of higher revenues.

This was partially offset by an increase in Net earnings of $61.0 million and an increase in non-cash adjustments of $23.4 million, the impact of a $36.3 million decrease in non-current assets, which was driven by a decrease in cash used for client-related platform implementation and development costs of $21.4 million, and a reduction in prepaid expenses and miscellaneous receivables of $17.5 million, both included in Other current assets.

The decrease in cash from investing activities of $214.0 million in the six months ended December 31, 2024, as compared to the six months ended December 31, 2023, was primarily driven by acquisitions of $193.5 million and an increase in cash used for purchased and internally developed software of $18.6 million.

The increase in cash from financing activities of $193.9 million in the six months ended December 31, 2024, as compared to the six months ended December 31, 2023, primarily reflects a decrease in cash used for stock buybacks of $150.0 million and an increase in net borrowings of $63.0 million.

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Seasonality

Processing and distributing proxy materials and annual reports to investors comprises a large portion of our Investor Communication Solutions business. We process and distribute the greatest number of proxy materials and annual reports during our third and fourth fiscal quarters. The recurring periodic activity of this business is linked to significant filing deadlines imposed by law on public reporting companies. This has caused our revenues, operating income, net earnings, and cash flows from operating activities to be higher in our third and fourth fiscal quarters. The seasonality of our revenues makes it difficult to estimate future operating results based on the results of any specific fiscal quarter and could affect an investor’s ability to compare our financial condition, results of operations, and cash flows on a fiscal quarter-by-quarter basis.

Contractual Obligations

Data Center Agreements

The Company is a party to an Amended and Restated IT Services Agreement with Kyndryl, Inc. (“Kyndryl”), an entity formed by IBM’s spin-off of its managed infrastructure services business, under which Kyndryl provides certain aspects of the Company’s information technology infrastructure, including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services. The Amended and Restated IT Services Agreement expires on June 30, 2027, however the Company may renew the agreement for up to one additional 12-month period. Fixed minimum commitments remaining under the Amended and Restated IT Services Agreement at December 31, 2024 are $75.0 million through June 30, 2027, the final year of the Amended and Restated IT Services Agreement.

Broadridge Software Limited, a subsidiary of the Company is party to the SIS Services Agreement with Kyndryl Canada, under which Kyndryl Canada provides infrastructure managed services for the SIS Business. The SIS Services Agreement expires on October 31, 2029. Fixed minimum commitments remaining under the SIS Services Agreement at December 31, 2024 are $151.8 million through October 31, 2029, the final year of the SIS Services Agreement.

The Company is a party to an information technology agreement for private cloud services (the “Private Cloud Agreement”) under which Kyndryl operates, manages and supports the Company’s private cloud global distributed platforms and products, and operates and manages certain Company networks. The Private Cloud Agreement expires on March 31, 2030. Fixed minimum commitments remaining under the Private Cloud Agreement at December 31, 2024 are $84.2 million through March 31, 2030, the final year of the contract.

Cloud Services Resale Agreement

On December 31, 2021, the Company and Presidio Networked Solutions LLC (“Presidio”), a reseller of services of Amazon Web Services, Inc. and its affiliates (collectively, “AWS”), entered into an Order Form and AWS Private Pricing Addendum, dated December 31, 2021 (the “Order Form”), to the Cloud Services Resale Agreement, dated December 15, 2017, as amended (together with the Order Form, the “AWS Cloud Agreement”), whereby Presidio will resell to the Company certain public cloud infrastructure and related services provided by AWS for the operation, management and support of the Company’s cloud global distributed platforms and products. The AWS Cloud Agreement expires on December 31, 2026. Fixed minimum commitments remaining under the AWS Cloud Agreement at December 31, 2024 are $114.9 million through December 31, 2026.

Other

The Company has an equity method investment that is a variable interest in a variable interest entity. The Company is not the primary beneficiary and therefore does not consolidate the investee. The Company’s potential maximum loss exposure related to its unconsolidated investments in this variable interest entity totaled $32.8 million as of December 31, 2024, which represents the carrying value of the Company's investments.

In addition, as of December 31, 2024, the Company has future commitments to fund $18.4 million to the Company’s other investees.

Other Commercial Agreements

Certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks. There were no outstanding borrowings under these lines of credit at December 31, 2024.

Off-balance Sheet Arrangements

It is not our business practice to enter into off-balance sheet arrangements. However, we are exposed to market risk from changes in foreign currency exchange rates that could impact our financial position, results of operations, and cash flows. We manage our exposure to these market risks through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments.

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In January 2022, we executed a series of cross-currency swap derivative contracts with an aggregate notional amount of EUR 880 million which are designated as net investment hedges to hedge a portion of our net investment in our subsidiaries whose functional currency is the Euro. The cross-currency swap derivative contracts are agreements to pay fixed-rate interest in Euros and receive fixed-rate interest in U.S. Dollars, thereby effectively converting a portion of our U.S. Dollar denominated fixed-rate debt into Euro denominated fixed-rate debt. The cross-currency swaps mature in May 2031 to coincide with the maturity of the Fiscal 2021 Senior Notes. Accordingly, foreign currency transaction gains or losses on the qualifying net investment hedge instruments are recorded as foreign currency translation within other comprehensive income (loss), net in the Condensed Consolidated Statements of Comprehensive Income and will remain in Accumulated other comprehensive income (loss) in the Condensed Consolidated Balance Sheets until the sale or complete liquidation of the underlying foreign subsidiary. At December 31, 2024, our position on the cross-currency swaps was an asset of $63.9 million, and is recorded as part of Other non-current assets on the Condensed Consolidated Balance Sheets with the offsetting amount recorded as part of Accumulated other comprehensive income (loss), net of tax. We have elected the spot method of accounting whereby the net interest savings from the cross-currency swaps is recognized as a reduction in interest expense in our Condensed Consolidated Statements of Earnings.

In May 2021, we settled a forward treasury lock agreement that was designated as a cash flow hedge, for a pre-tax loss of $11.0 million, after which the final settlement loss is being amortized into Interest expense, net ratably over the ten year term of the Fiscal 2021 Senior Notes. The expected amount of the existing loss that will be amortized into earnings before income taxes within the next twelve months is approximately $1 million.

In the normal course of business, we also enter into contracts in which it makes representations and warranties that relate to the performance of our products and services. We do not expect any material losses related to such representations and warranties, or collateral arrangements.

Recently-issued Accounting Pronouncements

Please refer to Note 2, “New Accounting Pronouncements” to our Condensed Consolidated Financial Statements under Item 1. of Part I of this Quarterly Report on Form 10-Q, for a discussion on the impact of new accounting pronouncements.

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