BROADRIDGE FINANCIAL SOLUTIONS INC

Previous wording

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.

Current wording

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, $0.2 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 $0.8 million, and contingent liabilities incurred were valued at $14.0 million. This acquisition resulted in $38.6 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.

Previous wording

In addition, we provide public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, includinga full suite of annual meeting and shareholder engagement solutions such asregistered 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.

Current wording

In addition, we provide public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, includinga full suite of annual meeting and shareholder engagement solutions such asregistered 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 sustainability 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.

Previous wording

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

Current wording

The key performance indicators for the three and nine months ended March 31, 2025, and 2024, are as follows:

Previous wording

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.

Current wording

The following discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the three and nine months ended March 31, 2025 compared to the three and nine months ended March 31, 2024. 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.

Previous wording

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.

Current wording

Generally, mutual fund proxy activity has been subject to a greater level of volatility than the other components of event-driven activity. For the nine months ended March 31, 2025, mutual fund proxy revenues were 94% higher compared to the nine months ended March 31, 2024. 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.

Previous wording

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.

Current wording

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 nine months ended March 31, 2025 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.

Previous wording

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.

Current wording

Closed sales for the three months ended March 31, 2025 were $71.2 million, a decrease of $8.4 million, or 11%, compared to $79.6 million for the three months ended March 31, 2024. Closed sales for the three months ended March 31, 2025 and March 31, 2024 are net of an allowance adjustment of $3.7 million and $4.2 million, respectively.

Previous wording

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.

Current wording

Closed sales for the nine months ended March 31, 2025 were $174.3 million, a decrease of $10.9 million, or 6%, compared to $185.2 million for the nine months ended March 31, 2024. Closed sales for the nine months ended March 31, 2025 and March 31, 2024 are net of an allowance adjustment of $9.2 million and $9.7 million, respectively.

Previous wording

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

Current wording

Total operating expenses. Operating expenses increased $43.2 million, or 3%, to $1,466.8 million from $1,423.6 million:

Previous wording

•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.

Current wording

•Cost of revenues - the increase of $48.5 million primarily reflects higher expenses including postage and distribution costs in our ICS segment of approximately $19 million, higher expenses related to the SIS acquisition, and higher expenses related to higher revenues.

Previous wording

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

Current wording

•Selling, general and administrative expenses - the decrease of $5.3 million was primarily driven by lower compensation related expenses.

Previous wording

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.

Current wording

Interest expense, net. Interest expense, net was $31.1 million, a decrease of $4.2 million, from $35.3 million for the three months ended March 31, 2024. The decrease of $4.2 million was primarily due to lower average borrowing rates.

Previous wording

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.

Current wording

Other non-operating expenses, net. Other non-operating expenses, net for the three months ended March 31, 2025 was $2.8 million, compared to $0.9 million for the three months ended March 31, 2024.

Previous wording

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.

Current wording

The increase in the effective tax rate for the three months ended March 31, 2025 was primarily driven by lower discrete tax benefits, partially offset by a higher excess tax benefit related to equity compensation.

Previous wording

•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.

Current wording

•Recurring revenues increased $188.1 million, or 6%, to $3,084.3 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven primarily by organic growth in ICS and GTO and acquisitions in GTO.

Previous wording

•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.

Current wording

•Distribution revenues increased $41.9 million, or 3%, driven by the postage rate increase of approximately $85 million partially offset by lower print and mail volumes.

Previous wording

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

Current wording

Total operating expenses. Operating expenses increased $147.0 million, or 4%, to $4,133.8 million from $3,986.8 million:

Previous wording

•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.

Current wording

•Cost of revenues - the increase of $136.9 million primarily reflects higher expenses related to the SIS acquisition, the impact of higher postage and distribution costs in our ICS segment of approximately $43 million, and higher expenses related to higher revenues.

Previous wording

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

Current wording

•Selling, general and administrative expenses - the increase of $10.1 million was primarily driven by higher technology related investments.

Previous wording

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.

Current wording

Interest expense, net. Interest expense, net was $96.1 million, a decrease of $8.9 million, from $105.1 million for the nine months ended March 31, 2024. The decrease of $8.9 million was primarily due to lower average borrowing rates.

Previous wording

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.

Current wording

Other non-operating expenses, net. Other non-operating expenses, net for the nine months ended March 31, 2025 was $6.6 million, compared to $3.5 million for the nine months ended March 31, 2024.

Previous wording

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.

Current wording

The increase in the effective tax rate for the nine months ended March 31, 2025 was primarily driven by an increase in pre-tax income relative to total discrete tax benefits. The higher excess tax benefit related to equity compensation was offset by a decrease in other discrete tax benefits.

Previous wording

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

Current wording

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

Previous wording

•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.

Current wording

•Recurring revenues increased $109.7 million, or 7%, to $1,773.0 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by Net New Business and Internal Growth.

Previous wording

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

Current wording

◦Regulatory rose 6% and 7%, respectively, which included the impact of equity position growth of 13% and mutual fund/ETF position growth of 6%.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

◦Issuer rose 7% and 7%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions products.

Previous wording

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

Current wording

•Distribution revenues increased $41.9 million, or 3%, driven by the postage rate increase of approximately $85 million partially offset by lower mail volumes.

Previous wording

•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.

Current wording

•Earnings before income taxes increased $82.1 million, or 17%, to $563.5 million, from higher Recurring and Event-driven revenues. Operating expenses rose 4%, or $100.6 million to $2,948.9 million driven by the impact of the postage rate increase and higher volume related expenses.

Previous wording

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

Current wording

◦Capital Markets rose 9% and 10%, respectively, driven by Internal Growth and revenue from new sales. Internal Growth benefited from higher software term license revenue and higher trading volumes.

Previous wording

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

Current wording

•Earnings before income taxes increased $17.2 million as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.

Previous wording

•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.

Current wording

•Recurring revenues increased $78.4 million, or 6%, to $1,311.4 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by 4pts of organic growth and 3pts from the acquisition of SIS.

Previous wording

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

Current wording

◦Capital Markets rose 7% and 7%, respectively, driven by revenue from new sales and Internal Growth. Internal Growth benefited from higher trading volumes.

Previous wording

◦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.

Current wording

◦Wealth and Investment Management rose 6% and 7%, respectively, driven by 9pts from the SIS acquisition. Organic growth was negatively impacted by 5pts as a result of the loss of a large client.

Previous wording

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

Current wording

•Earnings before income taxes increased $41.3 million as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.

Previous wording

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.

Current wording

Loss before income taxes was $143.8 million for the nine months ended March 31, 2025, an increase of $3.4 million compared to $140.4 million for the nine months ended March 31, 2024.

Previous wording

•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.

Current wording

•The increased loss before income taxes for the nine months ended March 31, 2025 was primarily due to higher compensation related expenses, including higher severance, which more than offset a decline in Interest expense, net and litigation expense.

Previous wording

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.

Current wording

We exclude Acquisition and Integration Costs, Litigation Settlement Charge and Restructuring and Other Related 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.

Previous wording

(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.

Current wording

(b) Calculated using the GAAP effective tax rate, adjusted to exclude $5.2 million and $11.5 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2025, respectively, and $3.2 million and $9.5 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2024, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

Previous wording

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.

Current wording

At March 31, 2025, Cash and cash equivalents were $317.2 million and Total stockholders’ equity was $2,382.3 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.