br-20200508
0001383312false00013833122020-05-082020-05-08

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2020
------------
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-33220
33-1151291
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)



5 Dakota Drive
Lake SuccessNew York11042
(Street Address)(City)(State)Zip Code

Registrant’s telephone number, including area code: (516) 472-5400

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:
Trading Symbol
Name of Each Exchange on Which Registered:
Common Stock, par value $0.01 per share
BR
New York Stock Exchange







Item 2.02. Results of Operations and Financial Condition.

         On May 8, 2020, Broadridge Financial Solutions, Inc. ("Broadridge" or the “Company”) issued a press release announcing its financial results for the third quarter of fiscal year 2020 ended March 31, 2020. On May 8, 2020, the Company also posted an Earnings Webcast & Conference Call Presentation dated May 8, 2020, on the Company's Investor Relations website at www.broadridge-ir.com.

         Copies of the press release and earnings presentation are being furnished as Exhibits 99.1 and 99.2, attached hereto, respectively, and are incorporated herein by reference. The information furnished pursuant to Items 2.02 and 9.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:

•the potential impact and effects of the recent outbreak of the Covid-19 pandemic (“Covid-19”) on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;
•the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
•Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;
•a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
•declines in participation and activity in the securities markets;
•the failure of Broadridge’s key service providers to provide the anticipated levels of service;
•a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
•overall market and economic conditions and their impact on the securities markets;
•Broadridge’s failure to keep pace with changes in technology and demands of its clients;
•the ability to attract and retain key personnel;
•the impact of new acquisitions and divestitures; and
•competitive conditions.

There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. You should carefully read the factors described in the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and the Annual Report on Form 10-K for the fiscal year ended June 30, 2019 for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements.




All forward-looking statements speak only as of the date of this Current Report on Form 8-K and are expressly qualified in their entirety by the cautionary statements included in this Current Report on Form 8-K. We disclaim any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

Item 9.01.    Financial Statements and Exhibits.

Exhibits. The following exhibits are furnished herewith:
Exhibit No.Description
104Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.




SIGNATURES
        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 8, 2020
BROADRIDGE FINANCIAL SOLUTIONS, INC.

By: /s/ James M. Young
        Name: James M. Young
        Title: Senior Vice President and
                     Chief Financial Officer



         
EXHIBIT 99.1
brlogorgbblue2017a121.jpg       



Broadridge Reports Third Quarter Fiscal 2020 Results
Recurring Fee Revenues Rise 9%
Closed Sales Rise 20%
Updated Guidance Reflects Strong Second-Half Organic Growth and Impact of Covid-19
NEW YORK, N.Y., May 8, 2020 - Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the third quarter and nine months ended March 31, 2020 of its fiscal year 2020. Results compared with the same period last year were as follows:
Summary Financial ResultsThird QuarterNine Months
Dollars in millions, except per share data

20202019Change20202019Change
Total revenues$1,250$1,2252%$3,167$3,1511%
Recurring fee revenues8357679%2,1061,9478%
Operating income226234(3)%326412(21)%
Operating income margin18.1 %19.1 %10.3 %13.1 %
Adjusted Operating income - Non-GAAP2622563%460479(4)%
Adjusted Operating income margin - Non-GAAP21.0 %20.9 %14.5 %15.2 %
Diluted EPS $1.43$1.45(1)%$1.99$2.51(21)%
Adjusted EPS - Non-GAAP$1.67$1.595%$2.88$2.94(2)%
Closed sales$44$3720%$127$161(21)%

“Broadridge is making a real difference in this volatile and uncertain time and I have been inspired by how our associates have stepped up to meet this incredible challenge,” said Tim Gokey, Broadridge’s Chief Executive Officer. “The importance of what we do to power global trading and wealth management, enable safe and effective corporate governance, and keep investors informed has never been greater. Our scalable and resilient technology has operated flawlessly in periods of heavy market volume, our production facilities have delivered a successful proxy season in the face of extraordinary safety measures, and we are poised to deliver more than four times as many Virtual Shareholder Meetings as last year. We remain focused on keeping our associates safe, serving our clients, and helping our communities. I am extremely proud of every member of the Broadridge team.
“Our financial performance during the Third Quarter and our outlook for Fiscal Year 2020 underscores the resilience of Broadridge’s business model. Third Quarter Recurring revenues rose 9% and Adjusted EPS rose 5% even in the face of significantly lower event-driven activity and proxy timing shift. While tempered by lower event-driven activity, our updated guidance calls for continued growth in the fourth quarter, reflecting the essential nature of our work and the dedication of our associates,” Mr. Gokey added.

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Fiscal Year 2020 Financial Guidance
Change / Update 1
Recurring fee revenue growth8 – 10%No change
Total revenue growth3 – 6%Expected to be at low end of range
Operating income margin - GAAP~14%No change
Adjusted Operating income margin - Non-GAAP~18%No change
Diluted earnings per share growth(7) – (3)%Reduced from (4) – 0%
Adjusted earnings per share growth - Non-GAAP5 – 7%Reduced from low end of 8 – 12%
Closed sales$190-230MNo change
(1) From full-year guidance provided in earnings release Q2 FY20 on 1/31/2020

Financial Results for the Third Quarter Fiscal Year 2020 compared to the Third Quarter Fiscal Year 2019
•Total revenues increased 2% to $1,250 million from $1,225 million in the prior year period.
◦Recurring fee revenues increased 9% to $835 million from $767 million. The increase in recurring fee revenues includes 6pts of growth from acquisitions. Organic growth was 3pts. Internal growth was neutral with positive growth in our GTO segment driven by higher trading volumes resulting from market uncertainty related to the Covid-19 pandemic (“Covid-19”), offset by negative internal growth in our ICS segment driven by a shift of proxy communications into the fourth quarter also as a result of Covid-19.
◦Event-driven fee revenues decreased $29 million, or 43%, to $39 million, mainly from lower mutual fund proxy activity and equity proxy contests.
◦Distribution revenues decreased $6 million, or 1%, to $412 million, primarily from the decrease in event-driven fee revenues.
•Operating income was $226 million, a decrease of $7 million, or 3%. Operating income margin decreased to 18.1%, compared to 19.1% for the prior year period.
◦Adjusted Operating income was $262 million, an increase of $6 million, or 3%. Adjusted Operating income margin increased to 21.0%, compared to 20.9% for the prior year period.
◦The decrease in Operating income was primarily due to the impact of lower event-driven fee revenues and higher acquisition amortization expense, partially offset by higher recurring fee revenues. The increase in Adjusted Operating income was primarily due to the increase in recurring fee revenues more than offsetting the impact of lower event-driven fee revenues.
•Interest expense, net was $16 million, an increase of $6 million, or 62%, primarily due to an increase in interest expense from higher borrowings related to acquisitions.
•The effective tax rate was 20.7% compared to 23.0% in the Third Quarter 2019. The effective tax rate was impacted by higher discrete tax benefits relative to pre-tax income, including excess tax benefits of $2 million, which increased from $1 million in the Third Quarter 2019.
•Net earnings decreased 3% to $167 million and Adjusted Net earnings increased 3% to $195 million.
◦Diluted earnings per share decreased 1% to $1.43, compared to $1.45 in the Third Quarter 2019 and Adjusted earnings per share increased 5% to $1.67, compared to $1.59 in the Third Quarter 2019.
◦The decrease in Diluted earnings per share was primarily due to the decrease in event-driven fee revenues and higher acquisition amortization expense, partially offset by higher recurring fee revenues. The increase in Adjusted earnings per share was primarily due to an increase in recurring fee revenues more than offsetting a decrease in event-driven fee revenues.

2


Segment and Other Results for the Third Quarter 2020 compared to the Third Quarter 2019
Beginning in the first quarter 2020, the results for the Company’s Advisor Solutions services that were previously reported in our Investor Communication Solutions segment are now reported within the Global Technology and Operations segment. As a result, our prior period segment results have been revised to reflect this change.
Investor Communication Solutions (“ICS”)
•ICS total revenues were $980 million, a decrease of $26 million, or 3%.
◦Recurring fee revenues increased $9 million, or 2%, to $529 million. The increase was attributable to revenues from net new business (3pts) and acquisition growth (3pts), partially offset by internal growth (-4pts). Internal growth was negatively impacted by a shift of proxy communications into the fourth quarter as a result of Covid-19.
◦Event-driven fee revenues decreased $29 million, or 43%, to $39 million, mainly from lower mutual fund proxy activity and equity proxy contests.
◦Distribution revenues decreased $6 million, or 1%, to $412 million, primarily from the decrease in event-driven activity.
•ICS earnings before income taxes were $159 million, a decrease of $34 million, or 17%, primarily due to the decrease in event-driven fee revenues and the shift of proxy communications into the fourth quarter, which more than offset the contribution from the increase in other recurring fee revenues. Pre-tax margins decreased to 16.2% from 19.2%.
Global Technology and Operations (“GTO”)
•GTO recurring fee revenues were $305 million, an increase of $58 million, or 23%. The increase was attributable to the combination of revenues from acquisitions (12pts) and organic growth (11pts). Internal growth benefited from higher trading volumes resulting from market uncertainty related to Covid-19.
•GTO earnings before income taxes were $67 million, an increase of $14 million, or 26%, compared to $53 million in the prior year period. The increased earnings were primarily due to higher organic revenues, partially offset by expenditures to implement and support new business. Pre-tax margins increased to 22.1% from 21.5%.
Other
•Other Loss before income tax decreased 29% to $18 million from $25 million in the Third Quarter 2019. The decreased loss before income taxes was primarily due to lower corporate expenses, partially offset by interest expense versus the prior year period.
Financial Results for the Nine Months Fiscal Year 2020 compared to the Nine Months Fiscal Year 2019
•Total revenues increased 1% to $3,167 million from $3,151 million in the prior year period.
◦Recurring fee revenues increased 8% to $2,106 million from $1,947 million. The increase in recurring fee revenues includes 6pts of growth from acquisitions.
◦Event-driven fee revenues decreased $83 million, or 43%, to $110 million, mainly from lower mutual fund proxy activity and equity proxy contests.
◦Distribution revenues decreased $39 million, or 4%, to $1,042 million, primarily from the decrease in event-driven fee revenues.
•Operating income was $326 million, a decrease of $86 million, or 21%. Operating income margin decreased to 10.3%, compared to 13.1% in the prior year period.
◦Adjusted Operating income was $460 million, a decrease of $20 million, or 4%. Adjusted Operating income margin decreased to 14.5%, compared to 15.2% for the prior year period.
◦The decrease in Operating income was primarily due to the decrease in event-driven fee revenues, charges associated with the IBM Private Cloud Agreement, and higher acquisition amortization
3


expense, partially offset by higher recurring fee revenues. The decrease in Adjusted Operating income was primarily due to the decrease in event-driven fee revenues partially offset by higher recurring fee revenues.
•Interest expense, net was $43 million, an increase of $13 million, or 42%, primarily due to an increase in interest expense from higher borrowings primarily related to acquisitions.
•The effective tax rate was 18.3% compared to 20.8% in the prior year period. The effective tax rate was impacted by higher discrete tax items relative to pre-tax income, including excess tax benefits of $10 million, slightly higher from $9 million in the prior year period.
•Net earnings decreased 22% to $233 million and Adjusted Net earnings decreased 4% to $337 million.
◦Diluted earnings per share decreased 21% to $1.99, compared to $2.51 in the prior year period and Adjusted earnings per share decreased 2% to $2.88, compared to $2.94 in the prior year period.
◦The decrease in Diluted earnings per share was primarily due to the decrease in event-driven fee revenues, charges associated with the IBM Private Cloud Agreement, and higher acquisition amortization expense, partially offset by higher recurring fee revenues. The decrease in Adjusted earnings per share was primarily due to a decrease in event-driven fee revenues partially offset by higher recurring fee revenues.

Segment and Other Results for the Nine Months Fiscal Year 2020 compared to the Nine Months Fiscal Year 2019
Beginning in the first quarter 2020, the results for the Company’s Advisor Solutions services that were previously reported in our Investor Communication Solutions segment are now reported within the Global Technology and Operations segment. As a result, our prior period segment results have been revised to reflect this change.
Investor Communication Solutions
•ICS total revenues were $2,398 million, a decrease of $90 million, or 4%.
◦Recurring fee revenues increased $32 million, or 3%, to $1,246 million. The increase was attributable to revenues from acquisitions (3pts), as organic growth was essentially flat.
◦Event-driven fee revenues decreased $83 million, or 43%, to $110 million, mainly from lower mutual fund proxy activity and equity proxy contests compared to the prior year period.
◦Distribution revenues decreased $39 million, or 4%, to $1,042 million, primarily from the decrease in event-driven activity.
•ICS earnings before income taxes were $204 million, a decrease of $84 million, or 29%, primarily due to lower event-driven fee revenues more than offsetting the contribution from higher recurring fee revenues. Pre-tax margins decreased to 8.5% from 11.6%.
Global Technology and Operations
•GTO recurring fee revenues were $860 million, an increase of $127 million, or 17%. Revenue from acquisitions contributed (11pts) to the increase and organic growth contributed (6pts).
•GTO earnings before income taxes were $173 million, an increase of $25 million, or 17%, compared to $147 million in the prior year period. The increased earnings were primarily due to higher revenues from acquisitions, including software license sales, and higher organic revenues, partially offset by the impact of expenditures to implement and support new business and the amortization of acquired intangibles. Pre-tax margins were flat at 20.1%.
Other
•Other Loss before income tax increased 40% to $107 million from $76 million in the nine months ended March 31, 2020. The increased loss was primarily due to charges associated with the IBM Private Cloud Agreement, and higher interest expense versus the prior year period.
4


Third Quarter 2020 Acquisition
In February 2020, the Company acquired FundsLibrary Limited (“FundsLibrary”), a leader in fund document and data dissemination in the European market. The combination of FundsLibrary’s capabilities with Broadridge’s existing regulatory communications offerings is expected to enable Broadridge to reduce complexity and cost for global fund managers, helping them to increase distribution opportunities and meet their regulatory requirements across multiple jurisdictions. The purchase price was approximately $70 million net of cash acquired.
Earnings Conference Call
An analyst conference call will be held today, Friday, May 8, 2020 at 8:30 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the live event and access the slide presentation, visit Broadridge’s Investor Relations website at www.broadridge-ir.com prior to the start of the webcast. To listen to the call, investors may also dial 1-877-328-2502 within the United States and international callers may dial 1-412-317-5419.
A replay of the webcast will be available and can be accessed in the same manner as the live webcast at the Broadridge Investor Relations site. Through May 22, 2020, the recording will also be available by dialing 1-877-344-7529 passcode: 10136507 within the United States or 1-412-317-0088 passcode: 10136507 for international callers.

Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures
The Company’s results in this press release are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, and Free cash flow. 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, for internal planning and forecasting purposes and in the calculation of performance-based compensation. 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 reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, as adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing operating performance. These adjusted measures exclude the impact of: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, (ii) Acquisition and Integration Costs, and (iii) IBM Private Cloud Charges. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company’s acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. IBM Private Cloud Charges represent a charge on the hardware assets to be transferred to IBM and other charges related to the IBM Private Cloud Agreement.
We exclude IBM Private Cloud Charges from our Adjusted Operating income and other earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and this item does not reflect ordinary operations or earnings. We also exclude the impact of
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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.
Reconciliations of such Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the tables that are part of this press release.
Forward-Looking Statements
This press release and other written or oral statements made from time to time by representatives of Broadridge may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. In particular, information appearing in the “Fiscal Year 2020 Financial Guidance” section are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors described and discussed in Part I, “Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Third Quarter Report”) and Annual Report on Form 10-K for the fiscal year 2019 (the “2019 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by reference to the factors discussed in the Third Quarter Report and the 2019 Annual Report.

These risks include:
•the potential impact and effects of Covid-19 on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;
•the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
•Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;
•a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
•declines in participation and activity in the securities markets;
•the failure of Broadridge’s key service providers to provide the anticipated levels of service;
•a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
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•overall market and economic conditions and their impact on the securities markets;
•Broadridge’s failure to keep pace with changes in technology and demands of its clients;
•Broadridge’s ability to attract and retain key personnel;
•the impact of new acquisitions and divestitures; and
•competitive conditions.
Broadridge disclaims any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

About Broadridge
Broadridge Financial Solutions, Inc. (NYSE: BR), a $4 billion global Fintech leader, is a leading provider of investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers and corporate issuers. Broadridge's infrastructure underpins proxy voting services for over 50 percent of public companies and mutual funds globally, and processes on average more than U.S.$7 trillion in fixed income and equity securities trades per day. Broadridge is part of the S&P 500® Index and employs over 11,000 associates in 18 countries.
For more information about Broadridge, please visit www.broadridge.com.

Contact Information 
Investors:
W. Edings Thibault
(516) 472-5129

Media:
Gregg Rosenberg
(212) 918-6966


7


Condensed Consolidated Statements of Earnings
(Unaudited)
In millions, except per share amountsThree Months Ended 
March 31,		Nine Months Ended 
March 31,
2020201920202019
Revenues$1,249.9  $1,224.8  $3,167.1  $3,151.0  
Operating expenses:
      Cost of revenues872.5  847.3  2,380.9  2,320.3  
      Selling, general and administrative expenses151.1  143.9  460.1  418.7  
      Total operating expenses1,023.7  991.2  2,841.0  2,739.1  
Operating income226.3  233.6  326.1  411.9  
Interest expense, net(16.2) (10.0) (43.2) (30.4) 
Other non-operating income (expenses), net0.4  —  1.8  (4.3) 
Earnings before income taxes210.5  223.6  284.8  377.2  
Provision for income taxes43.6  51.4  52.0  78.4  
Net earnings$166.8  $172.2  $232.8  $298.8  
Basic earnings per share$1.46  $1.49  $2.03  $2.57  
Diluted earnings per share$1.43  $1.45  $1.99  $2.51  
Weighted-average shares outstanding:
      Basic114.6  115.7  114.6  116.1  
      Diluted117.0  118.5  117.1  119.1  

Amounts may not sum due to rounding.





8

         
Condensed Consolidated Balance Sheets
(Unaudited)
In millions, except per share amountsMarch 31,
2020		June 30,
2019
Assets
Current assets:
Cash and cash equivalents$402.1  $273.2  
Accounts receivable, net of allowance for doubtful accounts of $3.8 and $2.6, respectively814.7  664.0  
Other current assets144.2  105.2  
Total current assets1,361.0  1,042.3  
Property, plant and equipment, net153.9  189.0  
Goodwill1,704.5  1,500.0  
Intangible assets, net611.4  556.2  
Other non-current assets1,082.6  593.1  
Total assets$4,913.5  $3,880.7  
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt$399.8  $—  
Payables and accrued expenses737.2  711.7  
Contract liabilities118.0  90.9  
Total current liabilities1,255.0  802.6  
Long-term debt1,679.9  1,470.4  
Deferred taxes112.8  86.7  
Contract liabilities159.7  160.7  
Other non-current liabilities503.6  232.8  
Total liabilities3,710.9  2,753.2  
Commitments and contingencies
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none—  —  
Common stock, $0.01 par value: 650.0 shares authorized; 154.5 and 154.5 shares issued, respectively; and 114.5 and 114.3 shares outstanding, respectively1.6  1.6  
Additional paid-in capital1,169.3  1,109.3  
Retained earnings2,135.1  2,087.7  
Treasury stock, at cost: 40.0 and 40.2 shares, respectively(2,036.2) (1,999.8) 
Accumulated other comprehensive loss(67.2) (71.2) 
Total stockholders’ equity1,202.5  1,127.5  
Total liabilities and stockholders’ equity$4,913.5  $3,880.7  

Amounts may not sum due to rounding.

9

Condensed Consolidated Statements of Cash Flows
(Unaudited)
In millionsNine Months Ended March 31,
20202019
Cash Flows From Operating Activities
Net earnings$232.8  $298.8  
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation and amortization56.5  63.7  
Amortization of acquired intangibles and purchased intellectual property90.9  64.3  
Amortization of other assets76.0  66.8  
Write-down of long-lived assets32.1  —  
Stock-based compensation expense47.6  46.8  
Deferred income taxes9.7  17.4  
Other(16.0) (27.2) 
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Current assets and liabilities:
Increase in Accounts receivable, net(142.7) (174.0) 
Increase in Other current assets(21.7) (13.3) 
Decrease in Payables and accrued expenses(22.7) (55.1) 
Increase in Contract liabilities18.2  18.6  
Non-current assets and liabilities:
Increase in Other non-current assets(244.7) (140.9) 
Increase in Other non-current liabilities39.6  51.9  
Net cash flows provided by operating activities155.6  217.9  
Cash Flows From Investing Activities
Capital expenditures(48.5) (30.9) 
Software purchases and capitalized internal use software(25.0) (15.5) 
Acquisitions, net of cash acquired(339.1) —  
Other investing activities(15.3) (2.8) 
Net cash flows used in investing activities(427.9) (49.1) 
Cash Flows From Financing Activities
Debt proceeds1,575.3  370.0  
Debt repayments(960.6) (250.0) 
Dividends paid(179.2) (155.1) 
Purchases of Treasury Stock(50.5) (120.3) 
Proceeds from exercise of stock options26.4  23.6  
Other financing activities(9.8) (7.1) 
Net cash flows provided by (used in) financing activities401.6  (138.8) 
Effect of exchange rate changes on Cash and cash equivalents(0.4) (1.9) 
Net change in Cash and cash equivalents128.9  28.2  
Cash and cash equivalents, beginning of period273.2  263.9  
Cash and cash equivalents, end of period$402.1  $292.1  

Amounts may not sum due to rounding.

10


Segment Results
(Unaudited)
In millionsThree Months Ended 
March 31,		Nine Months Ended 
March 31,
2020201920202019
Revenues
Investor Communication Solutions$980.2  $1,005.9  $2,398.4  $2,488.7  
Global Technology and Operations305.5  247.8  860.3  733.2  
Foreign currency exchange(35.8) (28.9) (91.6) (70.9) 
Total$1,249.9  $1,224.8  $3,167.1  $3,151.0  

Earnings (Loss) before Income Taxes
Investor Communication Solutions$159.2  $192.9  $204.3  $288.5  
Global Technology and Operations67.4  53.4  172.9  147.5  
Other(17.8) (25.2) (107.1) (76.3) 
Foreign currency exchange1.6  2.5  14.6  17.5  
Total$210.5  $223.6  $284.8  $377.2  
Pre-tax margins:
Investor Communication Solutions16.2 %19.2 %8.5 %11.6 %
Global Technology and Operations22.1 %21.5 %20.1 %20.1 %
Amounts may not sum due to rounding.

Note: The results for the Company’s Advisor Solutions services that were previously reported in our Investor Communication Solutions reportable segment are now reported within the Global Technology and Operations reportable segment. As a result, our prior period segment results have been revised to reflect this change in reporting segments, which resulted in transferring $11.2 million and $32.3 million of revenues, respectively, and $0.9 million and $1.3 million of earnings before income taxes, respectively, for the three and nine months ended March 31, 2019.
           





11


Supplemental Reporting Detail - Additional Product Line Reporting
(Unaudited)

In millionsThree Months Ended
March 31,		Nine Months Ended
March 31,
Investor Communication Solutions20202019Change20202019Change
Equity Proxy$136.4  $152.9  (11)%$208.4  $225.6  (8)%
Mutual fund and exchange-traded funds (“ETF”) interims87.2  82.1  6 %217.7  200.6  9 %
Customer communications and fulfillment208.0  201.1  3 %555.5  558.6  (1)%
Other ICS97.4  83.5  17 %264.2  228.8  15 %
         Total ICS Recurring fee revenues529.0  519.6  2 %1,245.8  1,213.6  3 %
Equity and other22.1  35.4  (38)%54.9  79.0  (31)%
Mutual funds17.0  33.1  (49)%55.3  114.5  (52)%
         Total ICS Event-driven fee revenues39.1  68.4  (43)%110.3  193.5  (43)%
Distribution revenues412.1  417.9  (1)%1,042.4  1,081.6  (4)%
Total ICS Revenues$980.2  $1,005.9  (3)%$2,398.4  $2,488.7  (4)%
Global Technology and Operations
Equities and Other$259.4  $206.7  25 %$727.4  $612.0  19 %
Fixed income46.1  41.1  12 %132.9  121.2  10 %
         Total GTO Recurring fee revenues305.5  247.8  23 %860.3  733.2  17 %
Foreign currency exchange(35.8) (28.9) 24 %(91.6) (70.9) 29 %
         Total Revenues$1,249.9  $1,224.8  2 %$3,167.1  $3,151.0  1 %
Revenues by Type
Recurring fee revenues$834.5  $767.4  9 %$2,106.1  $1,946.8  8 %
Event-driven fee revenues39.1  68.4  (43)%110.3  193.5  (43)%
Distribution revenues412.1  417.9  (1)%1,042.4  1,081.6  (4)%
Foreign currency exchange(35.8) (28.9) 24 %(91.6) (70.9) 29 %
         Total Revenues$1,249.9  $1,224.8  2 %$3,167.1  $3,151.0  1 %
Amounts may not sum due to rounding.

Note: The results for the Company’s Advisor Solutions services that were previously reported in our Investor Communication Solutions reportable segment are now reported within the Global Technology and Operations reportable segment. As a result, our prior period segment results have been revised to reflect this change in reporting segments.












12



Select Operating Metrics
(Unaudited)

Three Months Ended
March 31,		Nine Months Ended
March 31,
In millions20202019% Change20202019% Change
Closed Sales$44.4$36.920%$127.1$161.2(21)%
Record Growth1
Equity proxy7%3%8%6%
Mutual fund interims—%6%3%11%
Internal Trade Growth2
Equity28%(6)%2%8%
Fixed Income19%—%15%3%
Amounts may not sum due to rounding.
1 Stock record growth and interim record growth measure the annual change in total positions eligible for equity proxies and mutual fund & ETF interims, respectively, for equities and mutual fund position data reported to Broadridge in both the current and prior year periods.
2 Internal trade growth represents the growth in trade volumes for clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods.



13


Reconciliation of Non-GAAP to GAAP Measures
(Unaudited)
In millions, except per share amountsThree Months Ended 
 March 31,		Nine Months Ended 
 March 31,
2020201920202019
Reconciliation of Adjusted Operating Income
Operating income (GAAP)$226.3  $233.6  $326.1  $411.9  
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property32.5  21.2  90.9  64.3  
Acquisition and Integration Costs3.0  0.9  9.0  3.1  
       IBM Private Cloud Charges0.2  —  33.6  —  
Adjusted Operating income (Non-GAAP)$262.1  $255.7  $459.6  $479.4  
Operating income margin (GAAP)18.1 %19.1 %10.3 %13.1 %
Adjusted Operating income margin (Non-GAAP)21.0 %20.9 %14.5 %15.2 %

Reconciliation of Adjusted Net earnings
Net earnings (GAAP)$166.8  $172.2  $232.8  $298.8  
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property32.5  21.2  90.9  64.3  
Acquisition and Integration Costs3.0  0.9  9.0  3.1  
IBM Private Cloud Charges0.2  —  33.6  —  
     Taxable adjustments35.8  22.1  133.5  67.5  
Tax impact of adjustments (a)(7.6) (5.4) (29.0) (15.7) 
Adjusted Net earnings (Non-GAAP)$195.0  $188.9  $337.3  $350.6  

Reconciliation of Adjusted EPS
Diluted earnings per share (GAAP)$1.43  $1.45  $1.99  $2.51  
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property0.28  0.18  0.78  0.54  
Acquisition and Integration Costs0.03  0.01  0.08  0.03  
IBM Private Cloud Charges—  —  0.29  —  
     Taxable adjustments0.31  0.19  1.14  0.57  
Tax impact of adjustments (a)(0.07) (0.05) (0.25) (0.13) 
Adjusted earnings per share (Non-GAAP)$1.67  $1.59  $2.88  $2.94  

(a) Calculated using the GAAP effective tax rate, adjusted to exclude $1.9 million and $9.9 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2020, and $1.3 million and $9.2 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2019. For purposes of calculating Adjusted earnings per share, the same adjustments were made on a per share basis.
Amounts may not sum due to rounding.

Reconciliation of Free Cash Flow
Net cash flows provided by operating activities (GAAP)$155.6  $217.9  
Capital expenditures and Software purchases and capitalized internal use software(73.5) (46.3) 
Free cash flow (Non-GAAP)$82.2  $171.6  
14







Fiscal Year 2020 Guidance
Reconciliation of Non-GAAP to GAAP Measures
Adjusted Earnings Per Share Growth and Adjusted Operating Income Margin
(Unaudited)

        
FY20 Adjusted Earnings Per Share Growth Rate (a)
Diluted earnings per share (GAAP)
(7) – (3)%
Adjusted earnings per share (Non-GAAP)
5 – 7%
FY20 Adjusted Operating Income Margin (b)
Operating income margin % (GAAP)~14%
Adjusted Operating income margin % (Non-GAAP)~18%
        
(a) Adjusted earnings per share growth (Non-GAAP) is adjusted to exclude the projected impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and IBM Private Cloud Charges, and is calculated using diluted shares outstanding. Fiscal year 2020 Non-GAAP Adjusted earnings per share guidance estimates exclude Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and IBM Private Cloud Charges, net of taxes, of approximately $1.12 per share.

(b) Adjusted Operating income margin (Non-GAAP) is adjusted to exclude the projected impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and IBM Private Cloud Charges. Fiscal year 2020 Non-GAAP Adjusted Operating income margin guidance estimates exclude Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and IBM Private Cloud Charges of approximately $170 million.

15

EXHIBIT 99.2 Q3 Earnings Webcast and Conference Call Third Quarter Fiscal Year 2020

 
Forward-Looking Statements This presentation and other written or oral statements made from time to time by representatives of Broadridge Financial Solutions, Inc. ("Broadridge" or the "Company") may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. In particular, information appearing in the “Fiscal Year 2020 Guidance” section are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) and our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 (the “2019 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this presentation and are expressly qualified in their entirety by reference to the factors discussed in the Quarterly Report or the 2019 Annual Report. These risks include: • the potential impact and effects of the recent outbreak of the Covid-19 pandemic (“Covid-19”) on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto; • the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; • Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms; • a material security breach or cybersecurity attack affecting the information of Broadridge's clients; • changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge; • declines in participation and activity in the securities markets; • the failure of Broadridge's key service providers to provide the anticipated levels of service; • a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; • overall market and economic conditions and their impact on the securities markets; • Broadridge’s failure to keep pace with changes in technology and demands of its clients; • Broadridge’s ability to attract and retain key personnel; • the impact of new acquisitions and divestitures; and • competitive conditions. Broadridge disclaims any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law. Use of Material Contained Herein The information contained in this presentation is being provided for your convenience and information only. This information is accurate as of the date of its initial presentation. If you plan to use this information for any purpose, verification of its continued accuracy is your responsibility. Broadridge assumes no duty to update or revise the information contained in this presentation. © 2020 | 2

 
Use of Non-GAAP Financial Measures Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures The Company’s results in this presentation are presented in accordance with U.S. generally accepted accounting principles ("GAAP") except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Adjusted EBITDA, EBITDAR and Free cash flow. 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, for internal planning, evaluating leverage, forecasting purposes and in the calculation of performance-based compensation. 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. Please see slides 24-29 for further explanation of our Non-GAAP Measures, the reasons we believe these Non-GAAP measures are helpful to our investors, and reconciliations of these Non-GAAP measures to the most directly comparable GAAP measures. © 2020 | 3

 
© 2020 | 4

 
Overview 1▪ The Covid-19 crisis has reinforced the essential nature of Broadridge’s work – what we do matters 2▪ The health and safety of our associates is our top priority 3▪ We have delivered strong operational performance 4▪ As a result, we are seeing continued growth and solid financial results despite the crisis 5▪ Long-term impact confirms Broadridge business model and supports future growth © 2020 | 5

 
Covid-19 Has Reinforced the Essential Nature of 1 Broadridge’s Work ▪ Supporting dynamic capital markets processing trillions of dollars of trading activity ▪ Providing investors key information about their investments in a time of high volatility and uncertainty ▪ Ensuring strong and timely corporate governance ▪ Deemed essential under federal guidelines and state orders ▪ Constant communication with regulators and clients © 2020 | 6

 
2 Ensuring the Health and Safety of our Associates ▪ Importance of the Service-Profit Chain ▪ Moved to 100% work-from-home for non-production associates • Began in January in Asia-Pacific • North America and Europe staff in early March • India staff starting in mid-March ▪ Strong measures to protect essential production associates • Masks, gloves, temperature checking required • Redistributed work through redundant production facilities • 50% staffing in most-impacted locations to maximize social distancing ▪ Supporting the communities in which we operate © 2020 | 7

 
3 Delivered Strong Operational Performance ▪ Our resilient and scalable technology successfully supported unprecedented market volumes ▪ Delivering an effective proxy season to support strong corporate governance ▪ Managed very strong spike in transactional communications driven by market volatility ▪ Scaling operations and technology to support a 4x increase in Virtual Shareholder Meetings © 2020 | 8

 
Expecting Continued Growth and 4 Solid Financial Results ▪ Broadridge reported solid third quarter results • Recurring fee revenue growth of 9% • 20% increase in Closed sales including stronger March ▪ Fiscal Year 2020 guidance calls for continued growth • 8 – 10% Recurring fee revenue growth, including organic growth of 4% • Continued Adjusted EPS growth tempered by significantly lower event-driven revenues • Remain on track to deliver strong Closed sales ▪ Broadridge remains on-track to deliver at or above the midpoint of our three year Adjusted EPS growth objective of 14-18% © 2020 | 9

 
Third Quarter Financial Summary Third Quarter Financial Highlights 2020 2019 Change 1.1 Solid results: 9% increase in Total revenues $1,250 $1,225 2% Recurring revenues and Adjusted Recurring fee revenues 835 767 9% EPS growth of 5% Event-driven fee revenues $39 $68 (43)% 2.2 Event-driven revenue weakness exacerbated by Covid-19 crisis Operating Income 226 234 (3)% 3.3 Strong Closed sales: 20% Margin 18.1% 19.1% increase in third quarter Adjusted Operating Income 262 256 3% 4.4 Strong balance sheet with $1.5B Margin 21.0% 20.9% of liquidity 5.5 FY20 Guidance highlights Diluted EPS $1.43 $1.45 (1)% resilience of Broadridge business Adjusted EPS $1.67 $1.59 5% • 8-10% Recurring revenue growth Closed Sales $44 $37 20% • 5-7% Adjusted EPS outlook Dollars in millions, except per share amounts © 2020 | 10

 
Third Quarter 2020 Revenue Growth Drivers ▪ Third Quarter 2020 Recurring fee revenues grew 9% to $835 million Organic Growth: 3% $623M +6 pts. +9% $576M +5 pts. $835M (2) pts. 0 pt. $767M ▪ Third Quarter 2020 Total revenues grew 2% to $1,250 million +5 pts. $1,225M +2% (2) pts. 0 pt. (1) pt. $1,250M $1,225M Note: Amounts may not sum due to rounding. © 2020 | 11

 
Third Quarter Fiscal 2020 ICS Results Total Revenues Recurring Revenues Highlights -3% +2% • Covid-19 related production shifts $1,006 $980 $520 $529 reduced Equity proxy revenues by $15- 20 million, offsetting impact of 7% stock $136 $153 record growth $520 $529 $87 $82 • Higher volumes led by post-sale prospectus drove customer $68 $39 $201 $208 communications growth $418 $412 • Continued strong growth in data & $84 $97 analytics products offset by lower interest rates and market impact on 2019 2020 2019 2020 assets under administration Recurring Revenues Equity Proxy Net New Business 3 pts Event Driven Mutual Fund and ETF interims Internal Growth (4) pts Distribution Customer Comms. & fulfillment Other ICS Organic Recurring Revenue Growth (1)% Acquisitions 3 pts Total Growth 2% Dollars in millions © 2020 | 12

 
Event-Driven Revenue: lowest Q3 since FY’14 Dollars in millions Q3 FY14-19 FY14 FY15 FY16 FY17 FY18 FY19 FY20 Average Equity & Other 16 16 17 18 40 35 22 24 Mutual Fund 22 32 32 43 27 33 17 31 Total 38 48 48 61 67 68 39 55 Year to Date FY14-19 FY14 FY15 FY16 FY17 FY18 FY19 FY20 Average Equity & Other 38 44 56 50 99 79 55 61 Mutual Fund 69 76 87 78 124 114 55 91 Total 107 120 143 128 223 193 110 152 Full Year FY14-19 FY14 FY15 FY16 FY17 FY18 FY19 FY20F Average Equity & Other 58 71 83 86 134 107 90 Mutual Fund 98 101 117 133 149 137 123 Total 156 173 199 219 284 244 ~$155 212 Note: Significant mutual fund proxy events were noted in FY17 Q4, FY18 Q2, and FY19 Q1. Note: Amounts may not sum due to rounding. © 2020 | 13

 
Third Quarter Fiscal 2020 GTO Results Total GTO Revenues Highlights • 23% revenue growth, including 11% +23% organic growth and continued benefit $305 from recent acquisitions • Scalable and resilient technology $248 processed record volumes • Client onboarding activity remains on track despite work-from-home 2019 2020 Net New Business 4 pts Internal Growth 7 pts Organic Recurring Revenue Growth 11% Acquisitions 12 pts Total Growth 23% Dollars in millions © 2020 | 14

 
Strong Balance Sheet BBB+ (S&P, Fitch) Investment-Grade Credit Ratings Baa1 (Moody’s) March 31, 2020 Cash and cash equivalents $402M Available Borrowing Capacity1 $1.1B Total Liquidity $1.5B Leverage Ratios (Non-GAAP) Net Debt2 1.9x Adjusted Gross Debt3 2.4x Next Maturity $400M in September 2020 (1) Committed $1.5B revolving credit facility. As of March 31, 2020, the Company had $1.1B of unused capacity of committed $1.5B revolving credit facility (2) Estimated current net leverage ratio for 3Q 2020 is 1.9x, calculated: Net Debt = total long term and short term debt, less cash and cash equivalents, reported as of March 31, 2020 divided by trailing 12 months Adjusted EBITDA as of March 31, 2020. Please see slides 24-29 for explanation and reconciliation of these Non-GAAP measures (3) Estimated current gross leverage ratio for 3Q 2020 is 2.4x, calculated: Gross Debt = total long term and short term debt plus present value of operating lease liabilities, reported as of March 31, 2020 divided by trailing 12 months EBITDAR as of March 31, 2020. Please see slides 24-29 for explanation and reconciliation of these Non-GAAP measures © 2020 | 15

 
Fiscal Year 2020 Guidance – As of May 8, 2020 Guidance - Updated Change / Update(1) Recurring fee revenue growth 8 – 10% No Change Total revenue growth Expected to be at low 3 – 6% end of range Operating income margin – GAAP ~14% No Change Adjusted Operating income ~18% No Change margin – Non-GAAP Diluted earnings per share growth (7) – (3)% Reduced from (4) – 0% Adjusted earnings per share Reduced from low end 5 – 7% growth – Non-GAAP of 8 – 12% Closed sales $190 – $230M No Change (1) From full-year guidance provided in earnings release Q2 FY20 on 1/31/2020 © 2020 | 16

 
Recurring Revenue in 2008/09 Global Financial Crisis Total Recurring Fee Revenue Growth1 Organic Revenue Growth 12% Revenue Growth from Acquisitions 8% 5% 4% 1% 4% FY08 FY09 FY10 FY11 (1) Total recurring fee revenue growth %s, as reported © 2020 | 17

 
Early Thinking on FY’21 ▪ Our preliminary planning contemplates a prolonged recession ▪ Resilient business model supported by secular growth drivers . . . • Strong $330M+ backlog • Single digit position growth: Total equity / mutual fund position growth remained positive through Global Financial Crisis • 97+% client revenue retention rate • Mutualization not cyclical, downturn may increase outsourcing demand ▪ . . . but Covid-19 recession will impact FY’21 • Steep trading and post-sale prospectus volume comparisons in 2H FY’21 • Impact of lower assets under administration and interest rates on Mutual Fund Processing and Transfer Agent businesses • Potential client onboarding delays and lower license activity Preliminary FY’21 Outlook: Low Single Digit Recurring Revenue Growth © 2020 | 18

 
Long-Term Impact Confirms Broadridge Business Model and Supports Future Growth ▪ Broadridge will continue investing to support future growth ▪ Covid-19 crisis strengthens long-term trends on mutualization, digitization and data driving Broadridge’s growth ▪ New focus on resiliency and enhanced digital capabilities will be critical in a post-pandemic world ▪ Positive long-term outlook and strong business fundamentals leave Broadridge well-positioned © 2020 | 19

 
Nine Months Fiscal Year 2020 vs. Nine Months Fiscal Year 2019 © 2020 | 20

 
Nine Months 2020 Revenue Growth Drivers ▪ Nine Months Fiscal 2020 Recurring fee revenues grew 8% to $2,106 million Organic Growth: 2% $623M +6 pts. $1,272M+8% $576M +6 pts. $2,106M $1,179M (2) pts. (1) pt. $1,947M ▪ Nine Months Fiscal 2020 Total revenues grew by 1% to $3,167 million $576M +5 pts. +1% (3) pts. (1) pt. $3,151M (1) pt. $3,167M Note: Amounts may not sum due to rounding. © 2020 | 21

 
Nine Months 2020 Segment Revenue Growth and Drivers Dollars in millions 9M 2019 2020 Growth Investor Communication Solutions Revenues1 Recurring Fee Revenues $ 1,214 $ 1,246 3 % Event-Driven Fee Revenues 193 110 (43)% Distribution Revenues 1,082 1,042 (4)% Total ICS Revenues $ 2,489 $ 2,398 (4)% Global Technology and Operations Revenues1 $ 733 $ 860 17 % ICS GTO Nine Month 2020 Recurring Revenue Growth Drivers Net New Business 3 pts 4 pts Internal Growth (3) pts 2 pts Organic Recurring Fee Revenue Growth 0 pt 6 pts Acquisitions 3 pts 11 pts Recurring Fee Revenue Growth 3 % 17 % (1) FY2019 revenues have been revised to reflect the Broadridge Advisor Solutions organizational change. This change had the effect of transferring revenues previously reported in the ICS segment to the GTO segment. In aggregate, the Total revenues transferred for the nine months ended March 31, 2019 were $32.3 million. Note: Amounts may not sum due to rounding. © 2020 | 22

 
Supplemental Reporting Detail - Product Line Reporting1 (1) FY2019 revenues have been revised to reflect the Broadridge Advisor Solutions organizational change. This change had the effect of transferring revenues previously reported in the ICS segment to the GTO segment. In the aggregate, the Total revenues transferred in FY2019 were $42.8 million. Note: Amounts may not sum due to rounding. © 2020 | 23

 
Explanation of Non-GAAP Measures and Reconciliation of GAAP to Non- GAAP Measures © 2020 | 24

 
Non-GAAP Financial Measures Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share, Adjusted EBITDA and EBITDAR Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings and Adjusted earnings per share reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, as adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing operating performance. These adjusted measures exclude the impact of: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, (ii) Acquisition and Integration Costs, and (iii) IBM Private Cloud Charges. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company's acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. IBM Private Cloud Charges represent a charge on the hardware assets to be transferred to International Business Machines Corporation ("IBM") and other charges related to the information technology agreement for private cloud services the Company entered into with IBM. Adjusted EBITDA reflects Net earnings before interest, taxes, other non-operating (income)/expenses net, depreciation, amortization, IBM Private Cloud Charges, and Acquisition and Integration Costs. EBITDAR reflects Adjusted EBITDA before facilities and equipment lease expenses, and software license agreement expenses. Our management uses Adjusted EBITDA and EBITDAR to better understand the Company’s pre-tax cash flow, adjusted for the impact of leverage. We exclude IBM Private Cloud Charges from our Adjusted Operating income and other earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and this item does not reflect ordinary operations or earnings. 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. Reconciliations of such Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the tables that are part of this presentation. © 2020 | 25

 
Reconciliation of GAAP to Non-GAAP Measures (Unaudited) (a) Calculated using the GAAP effective tax rate, adjusted to exclude $1.9 million and $9.9 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2020, and $1.3 million and $9.2 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2019, respectively. For purposes of calculating Adjusted earnings per share, the same adjustments were made on a per share basis. Note: Amounts may not sum due to rounding. © 2020 | 26

 
Reconciliation of GAAP to Non-GAAP Measures (Unaudited) (a) Calculated using the GAAP effective tax rate, adjusted to exclude $1.9 million and $9.9 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2020, and $1.3 million and $9.2 million of excess tax benefits associated with stock-based compensation, for the three and nine months ended March 31, 2019. For purposes of calculating Adjusted earnings per share, the same adjustments were made on a per share basis. Note: Amounts may not sum due to rounding. © 2020 | 27

 
Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Note: Amounts may not sum due to rounding. © 2020 | 28

 
Reconciliation of GAAP to Non-GAAP Measures - FY20 Guidance (Unaudited) FY20 Adjusted Earnings Per Share Growth Rate (a) Diluted earnings per share growth (GAAP) (7) – (3) % Adjusted earnings per share growth (Non-GAAP) 5 – 7 % FY20 Adjusted Operating Income Margin (b) Operating income margin % (GAAP) ~14% Adjusted Operating income margin % (Non-GAAP) ~18% (a) Adjusted earnings per share growth (Non-GAAP) is adjusted to exclude the projected impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and IBM Private Cloud Charges, and is calculated using diluted shares outstanding. Fiscal year 2020 Non-GAAP Adjusted earnings per share guidance estimates exclude Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and IBM Private Cloud Charges, net of taxes, of approximately $1.12 per share. (b) Adjusted Operating income margin (Non-GAAP) is adjusted to exclude the projected impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and IBM Private Cloud Charges. Fiscal year 2020 Non-GAAP Adjusted Operating income margin guidance estimates exclude Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and IBM Private Cloud Charges of approximately $170 million. © 2020 | 29

 
Broadridge Investor Relations Contacts W. Edings Thibault Tel: 516-472-5129 Email: [email protected] Elsa Ballard Tel: 212-973-6197 Email: [email protected] © 2020 | 30