Broadridge Financial Solutions, Inc 8-K, filed Aug 5, 2025
Broadridge Financial Solutions, Inc. (BR)
8-K
2025-08-05
For: 2025-08-04
View Original
Added on
April 04, 2026
About this 8-K
Broadridge Financial Solutions, Inc filed this 8-K on August 5, 2025, reporting on events of August 4, 2025.
Items reported
- Item 2.02: Financial results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): August 4, 2025
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(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||
| (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:
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: | ||||||
Item 2.02. Results of Operations and Financial Condition.
On August 5, 2025, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release (“Press Release”) announcing its financial results for the fourth quarter and fiscal year ended June 30, 2025. On August 5, 2025, the Company also posted an Earnings Webcast & Conference Call Presentation (the “Earnings Presentation”) 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. 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.
Item 8.01. Other Events.
On August 4, 2025, Broadridge's Board of Directors (the “Board”) declared a quarterly dividend of $0.975 per share payable on October 2, 2025 to stockholders of record on September 11, 2025. This declaration reflects the Board's approval of an 11% increase in the annual dividend from $3.52 to $3.90 per share, subject to the discretion of the Board to declare quarterly dividends. With this increase, the Company's annual dividend has increased for the 19th consecutive year since becoming a public company in 2007. A copy of the press release announcing this dividend declaration is attached hereto as Exhibit 99.1.
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,” “on track,” 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:
•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
•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;
•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, economic and geopolitical conditions and their impact on the securities markets;
•the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
•Broadridge’s failure to keep pace with changes in technology and demands of its clients;
•competitive conditions;
•Broadridge’s ability to attract and retain key personnel; and
•the impact of new acquisitions and divestitures.
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 our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on August 5, 2025 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. | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover 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.
Date: August 5, 2025
| BROADRIDGE FINANCIAL SOLUTIONS, INC. | |||||||||||||||||
| By: | /s/ Ashima Ghei | ||||||||||||||||
| Ashima Ghei | |||||||||||||||||
| Corporate Vice President and | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
EXHIBIT 99.1
Broadridge Reports Fourth Quarter and Fiscal 2025 Results
Fiscal Year 2025 Recurring revenues grew 7% on a reported and constant currency basis
Diluted EPS was $7.10 and Adjusted EPS grew 11% to $8.55
Closed sales were $288 million
Raising annual dividend 11% to $3.90 per share, 19th consecutive annual dividend increase
Fiscal year 2026 guidance includes 5-7% Recurring revenue growth constant currency
and 8-12% Adjusted EPS growth
and 8-12% Adjusted EPS growth
NEW YORK, N.Y., August 5, 2025 - Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the fourth quarter and fiscal year 2025. Results compared with the same period last year were as follows:
| Summary Financial Results | Fourth Quarter | Fiscal Year | ||||||||||||||||||||||||
Dollars in millions, except per share data | 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||
| Recurring revenues | $1,424 | $1,326 | 7 | % | $4,508 | $4,223 | 7 | % | ||||||||||||||||||
| Constant currency growth - Non-GAAP | 7 | % | 7 | % | ||||||||||||||||||||||
| Total revenues | $2,065 | $1,944 | 6 | % | $6,889 | $6,507 | 6 | % | ||||||||||||||||||
| Operating income | $499 | $441 | 13 | % | $1,189 | $1,017 | 17 | % | ||||||||||||||||||
| Margin | 24.1 | % | 22.7 | % | 17.3 | % | 15.6 | % | ||||||||||||||||||
| Adjusted Operating income - Non-GAAP | $558 | $559 | (0 | %) | $1,411 | $1,303 | 8 | % | ||||||||||||||||||
| Margin | 27.0 | % | 28.8 | % | 20.5 | % | 20.0 | % | ||||||||||||||||||
| Diluted EPS | $3.16 | $2.72 | 16 | % | $7.10 | $5.86 | 21 | % | ||||||||||||||||||
| Adjusted EPS - Non-GAAP | $3.55 | $3.50 | 1 | % | $8.55 | $7.73 | 11 | % | ||||||||||||||||||
| Closed sales | $114 | $157 | (28 | %) | $288 | $342 | (16 | %) | ||||||||||||||||||
“Broadridge delivered strong fiscal year 2025 results with 7% Recurring revenue growth constant currency, 11% Adjusted EPS growth, and $288 million of Closed sales,” said Tim Gokey, Broadridge CEO. “We are executing on our growth strategy to drive the democratization and digitization of governance, simplify and innovate capital markets, and modernize wealth management.
“I’m pleased to announce that our Board has approved an 11% increase in our annual dividend to $3.90 per share, marking the 13th double-digit increase in the past fourteen years. In fiscal year 2025, we also invested in strategic M&A to strengthen our wealth business in Canada and repurchased $100 million of our shares, highlighting our strong Free cash flow and balanced capital allocation.
“Looking ahead, our fiscal year 2026 guidance calls for continued growth, including 5-7% Recurring revenue growth constant currency and 8-12% Adjusted EPS growth. Importantly, we are on track to deliver again on our three-year top- and bottom-line growth objectives,” Mr. Gokey concluded.
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Fiscal Year 2026 Financial Guidance
| Recurring revenue growth constant currency - Non-GAAP | 5 - 7% | |||||||
| Adjusted Operating income margin - Non-GAAP | 20 – 21% | |||||||
| Adjusted Earnings per share growth - Non-GAAP | 8 - 12% | |||||||
| Closed sales | $290 - $330 million | |||||||
Financial Results for Fourth Quarter Fiscal Year 2025 compared to Fourth Quarter Fiscal Year 2024
•Total revenues increased 6% to $2,065 million from $1,944 million in the prior year period.
◦Recurring revenues increased 7% to $1,424 million from $1,326 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by Net New Business and Internal Growth.
◦Event-driven revenues increased by $3 million, or 4%, to $79 million, primarily due to higher volume of mutual fund proxy communications.
◦Distribution revenues increased $21 million, or 4%, to $563 million, driven by the impact of postage rate increases of approximately $29 million, partially offset by lower mail volumes.
•Operating income was $499 million, an increase of $57 million, or 13%. Operating income margin increased to 24.1%, compared to 22.7% for the prior year period, primarily due to the impact of $54 million of lower Restructuring and Other Related Costs in the current year period.
Adjusted Operating income was $558 million, a decrease of $2 million, or 0% as the increase in Adjusted Operating expense more than offset the increase in Recurring revenue and Event-driven revenue. Adjusted Operating income margin decreased to 27.0%, compared to 28.8% for the prior year period. The combination of distribution revenue and float income negatively impacted margins by 10 basis points.
•Interest expense, net was $27 million, a decrease of $6 million, primarily due to a decrease in average borrowings.
•The effective tax rate was 20.6% compared to 21.2% in the prior year period. The decrease was primarily driven by an increase in discrete tax benefits which was partially offset by the increase in pre-tax income. The higher excess tax benefit related to equity compensation contributed to the increase in total discrete tax benefits.
•Net earnings increased 16% to $374 million and Adjusted Net earnings increased 1% to $420 million.
◦Diluted earnings per share increased 16% to $3.16.
◦Adjusted earnings per share increased 1% to $3.55.
Segment and Corporate and Other Results for Fourth Quarter Fiscal Year 2025 compared to Fourth Quarter Fiscal Year 2024
Investor Communication Solutions (“ICS”)
•ICS total Revenues were $1,601 million, an increase of $72 million, or 5%.
◦Recurring revenues increased $48 million, or 5%, to $959 million. Recurring revenue growth constant currency (Non-GAAP) was 5%, 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. The positive impact of equity position growth of 18% was partially offset by growth in small or fractional non-revenue positions. Mutual fund/ETF position growth was 7%.
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▪Data-driven fund solutions was essentially flat, as growth in global distribution insights was offset by a decline in our retirement and workplace products.
▪Issuer rose 3% and 3%, respectively, driven by growth in our registered shareholder solutions.
▪Customer communications rose 3% and 3%, respectively, driven by growth in digital communications, partially offset by slower growth in print revenues.
◦Event-driven revenues increased $3 million, or 4%, to $79 million, primarily due to higher volume of mutual fund proxy communications.
◦Distribution revenues increased $21 million, or 4%, to $563 million, driven by the impact of postage rate increases of approximately $29 million, partially offset by lower mail volumes.
•Earnings before income taxes were $491 million, an increase of $22 million, or 5%, primarily from higher Recurring revenue. Operating expenses rose 5%, or $51 million, to $1,110 million, driven by the impact of the postage rate increase and higher technology related expenses. Pre-tax margins decreased to 30.6% from 30.7%.
Global Technology and Operations (“GTO”)
•GTO Recurring revenues were $465 million, an increase of $49 million, or 12%. Recurring revenue growth constant currency (Non-GAAP) was 12%, driven by 6pts of organic growth and 5pts from the acquisition of SIS.
•By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Capital markets rose 5% and 4%, respectively, driven by revenue from sales and Internal Growth, which benefited from higher trading volumes.
◦Wealth and investment management rose 25% and 26%, respectively driven by 15pts from the SIS acquisition. Organic Growth of 11pts included the benefit of 5pts from higher software term license revenue.
•Earnings before income taxes were $34 million, a decrease of $13 million, or 28%. Pre-tax margins decreased to 7.3% from 11.3% as higher revenues were more than offset by higher expenses, including the impact of growth investments and other initiatives.
Corporate and Other
•Corporate and Other Loss before income taxes was $53 million compared to a loss of $106 million in the prior year period primarily due to the impact of $54 million of lower Restructuring and Other Related Costs and a Litigation Settlement Charge of $10 million in the prior year period, partially offset by lower net interest expense of $6 million.
Financial Results for Fiscal Year 2025 compared to Fiscal Year 2024
•Total revenues increased 6% to $6,889 million from $6,507 million in the prior year period.
◦Recurring revenues increased 7% to $4,508 million from $4,223 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven primarily by organic growth in ICS and GTO and acquisitions in GTO.
◦Event-driven revenues increased $34 million, or 12%, to $319 million, driven by a higher volume of mutual fund communications partially offset by a lower level of equity proxy contest activity.
◦Distribution revenues increased $63 million, or 3%, to $2,062 million, driven by the impact of postage rate increases of approximately $114 million partially offset by lower mail volumes.
•Operating income was $1,189 million, an increase of $171 million, or 17%. Operating income margin increased to 17.3% from 15.6% due to the growth in Recurring revenues and higher event-driven revenues.
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Adjusted Operating income was $1,411 million, an increase of $108 million, or 8%. The increase was primarily driven by higher Recurring revenues and higher event-driven revenues, partially offset by growth investments and other spending. Adjusted Operating income margin increased to 20.5%, compared to 20.0% for the prior year period. The combination of distribution revenue and float income negatively impacted margins by 10 basis points.
•Interest expense, net was $123 million, a decrease of $15 million, primarily due to lower average borrowings rates.
•The effective tax rate was 20.7% compared to 20.4% in the prior year period. The increase in the effective tax rate was primarily driven by an increase in pre-tax income and lower tax benefits from statutory tax incentives, which was partially offset by an increase in discrete tax benefits.
•Net earnings increased 20% to $839 million and Adjusted Net earnings increased 10% to $1,011 million.
◦Diluted Earnings per share increased 21% to $7.10.
◦Adjusted Earnings per share increased 11% to $8.55.
Segment and Corporate and Other Results for Fiscal Year 2025 compared to Fiscal Year 2024
ICS
•ICS total Revenues were $5,113 million, an increase of $255 million, or 5%.
◦Recurring revenues increased $158 million, or 6%, to $2,732 million. Recurring revenue growth constant currency (Non-GAAP) was 6%, 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, driven by equity position growth of 16% and mutual fund/ETF position growth of 7%.
▪Data-driven fund solutions rose 6% and 5%, respectively, driven primarily by growth in our global distribution insights and retirement and workplace products.
▪Issuer rose 5% and 5%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions products.
▪Customer communications rose 5% and 5%, respectively, driven by growth in digital communications and print revenues.
◦Event-driven revenues increased $34 million, or 12%, to $319 million, driven by a higher volume of mutual fund communications partially offset by a lower level of equity proxy contest activity.
◦Distribution revenues increased $63 million, or 3%, to $2,062 million, driven by the postage rate increase of approximately $114 million partially offset by lower mail volumes.
•Earnings before income taxes were $1,054 million, an increase of $104 million, or 11%. The earnings benefit resulted from higher Recurring revenue and higher event-driven revenue. Operating expenses rose 4%, or $151 million, to $4,059 million driven by the impact of the postage rate increase and higher volume related expenses. Pre-tax margins increased to 20.6% from 19.6%.
GTO
•GTO Recurring revenues were $1,776 million, an increase of $127 million, or 8%. 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 Recurring revenue growth constant currency (Non-GAAP) were as follows:
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◦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 10% and 12%, respectively driven by 10pts from the SIS acquisition and 1pt of Organic growth. Organic growth was negatively impacted by 4pts as a result of the loss of a large client during the prior year period.
•Earnings before income taxes were $201 million, an increase of $28 million, or 16%, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition. Pre-tax margins increased to 11.3% from 10.5%.
Corporate and Other
•Corporate and Other Loss before income taxes was $197 million compared to a loss of $246 million in the prior year period. The decreased loss before income taxes was due to lower Restructuring and Other related costs, a decline in litigation expense of $18 million, and a decline in Interest expense, net of $15 million.
Acolin Acquisition Announcement
On July 3, 2025, Broadridge announced the proposed acquisition of Acolin Group Holdco Limited (“Acolin”). Acolin is a leading European provider of cross-border fund distribution and regulatory services. The acquisition will create a robust pan-European fund distribution network, facilitating broader, more efficient access to investors and distribution partners while supporting the ongoing transformation and efficiency of fund distribution for asset managers worldwide. Acolin will be included in the Company’s ICS reportable segment. The total purchase price is approximately $70 million plus an additional contingent consideration liability. The acquisition is expected to close in the first half of Broadridge’s 2026 fiscal year, subject to customary closing conditions, including regulatory approvals.
Dividend Declaration and Increase
On August 4, 2025, Broadridge's Board of Directors (the “Board”) declared a quarterly dividend of $0.975 per share payable on October 2, 2025 to stockholders of record on September 11, 2025. This declaration reflects the Board's approval of an 11% increase in the annual dividend from $3.52 to $3.90 per share, subject to the discretion of the Board to declare quarterly dividends. With this increase, the Company's annual dividend has increased for the 19th consecutive year since the Company became a public company in 2007.
On August 4, 2025, Broadridge's Board of Directors (the “Board”) declared a quarterly dividend of $0.975 per share payable on October 2, 2025 to stockholders of record on September 11, 2025. This declaration reflects the Board's approval of an 11% increase in the annual dividend from $3.52 to $3.90 per share, subject to the discretion of the Board to declare quarterly dividends. With this increase, the Company's annual dividend has increased for the 19th consecutive year since the Company became a public company in 2007.
Earnings Conference Call
An analyst conference call will be held today, August 5, 2025 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 August 12, 2025, the recording will also be available by dialing 1-877-344-7529 within the United States or 1-412-317-0088 for international callers, using passcode 3447483 for either dial-in number.
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. 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, Free cash flow, Free cash flow conversion 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
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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 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 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.
(iii) Restructuring and Other Related Costs, which represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas, in addition to other restructuring activities.
(iv) Litigation Settlement Charges, which represent reserves established during the third and fourth quarter of 2024 related to the settlement of claims.
We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, and Litigation Settlement Charges 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.
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 and Free Cash Flow Conversion
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. Free cash flow conversion is calculated as Free cash flow divided by Adjusted Net earnings for the given period.
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
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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.
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,” “on track” and other words of similar meaning, are forward-looking statements. In particular, information appearing in the “Fiscal Year 2026 Financial Guidance” section and statements about our three-year objectives 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 Annual Report on Form 10-K for the year ended June 30, 2025 (the “2025 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 2025 Annual Report.
These risks include:
•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
•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;
•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, economic and geopolitical conditions and their impact on the securities markets;
•the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
•Broadridge’s failure to keep pace with changes in technology and the demands of its clients;
•competitive conditions;
•Broadridge’s ability to attract and retain key personnel; and
•the impact of new acquisitions and divestitures.
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.
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About Broadridge
Broadridge Financial Solutions (NYSE: BR), a global Fintech leader with over $6 billion in revenues, provides the critical infrastructure that powers investing, corporate governance and communications to enable better financial lives. We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers and public companies. Broadridge's infrastructure serves as a global communications hub enabling corporate governance by linking thousands of public companies and mutual funds to tens of millions of individual and institutional investors around the world. In addition, Broadridge's technology and operations platforms underpin the daily trading of on average more than $15 trillion of equities, fixed income and other securities. A certified Great Place to Work®, Broadridge is a part of the S&P 500® Index, employing approximately 15,000 full-time associates spanning 21 countries. For more information about Broadridge, please visit www.broadridge.com.
Contact Information
Investors
broadridgeir@broadridge.com
Media
Gregg.rosenberg@broadridge.com
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Condensed Consolidated Statements of Earnings
(Unaudited)
| In millions, except per share amounts | Three Months Ended June 30, | Fiscal Year Ended June 30, | |||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Revenues | $ | 2,065.4 | $ | 1,944.3 | $ | 6,889.1 | $ | 6,506.8 | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||
| Cost of revenues | 1,295.6 | 1,253.0 | 4,752.3 | 4,572.9 | |||||||||||||||||||||||||
| Selling, general and administrative expenses | 271.2 | 249.8 | 948.2 | 916.8 | |||||||||||||||||||||||||
| Total operating expenses | 1,566.8 | 1,502.9 | 5,700.6 | 5,489.7 | |||||||||||||||||||||||||
| Operating income | 498.6 | 441.4 | 1,188.6 | 1,017.1 | |||||||||||||||||||||||||
| Interest expense, net | (26.6) | (33.0) | (122.7) | (138.1) | |||||||||||||||||||||||||
| Other non-operating income (expenses), net | (0.5) | 1.8 | (7.1) | (1.7) | |||||||||||||||||||||||||
| Earnings before income taxes | 471.5 | 410.2 | 1,058.7 | 877.4 | |||||||||||||||||||||||||
| Provision for income taxes | 97.3 | 87.0 | 219.2 | 179.3 | |||||||||||||||||||||||||
| Net earnings | $ | 374.2 | $ | 323.2 | $ | 839.5 | $ | 698.1 | |||||||||||||||||||||
| Basic earnings per share | $ | 3.19 | $ | 2.75 | $ | 7.17 | $ | 5.93 | |||||||||||||||||||||
| Diluted earnings per share | $ | 3.16 | $ | 2.72 | $ | 7.10 | $ | 5.86 | |||||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||||||||
| Basic | 117.4 | 117.5 | 117.1 | 117.7 | |||||||||||||||||||||||||
| Diluted | 118.3 | 118.7 | 118.3 | 119.1 | |||||||||||||||||||||||||
Amounts may not sum due to rounding.
9
Condensed Consolidated Balance Sheets
(Unaudited)
| In millions, except per share amounts | June 30, 2025 | June 30, 2024 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 561.5 | $ | 304.4 | |||||||||||||
Accounts receivable, net of allowance for doubtful accounts of $12.5 and $9.7, respectively | 1,077.1 | 1,065.6 | |||||||||||||||
| Other current assets | 178.5 | 170.9 | |||||||||||||||
| Total current assets | 1,817.1 | 1,540.9 | |||||||||||||||
| Property, plant and equipment, net | 170.1 | 162.2 | |||||||||||||||
| Goodwill | 3,609.6 | 3,469.4 | |||||||||||||||
| Intangible assets, net | 1,277.4 | 1,307.2 | |||||||||||||||
| Deferred client conversion and start-up costs | 842.9 | 892.1 | |||||||||||||||
| Other non-current assets | 827.9 | 870.6 | |||||||||||||||
| Total assets | $ | 8,545.0 | $ | 8,242.4 | |||||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Current portion of long-term debt | $ | 499.3 | $ | — | |||||||||||||
| Payables and accrued expenses | 1,112.8 | 1,194.4 | |||||||||||||||
| Contract liabilities | 249.1 | 227.4 | |||||||||||||||
| Total current liabilities | 1,861.2 | 1,421.8 | |||||||||||||||
| Long-term debt | 2,753.0 | 3,355.1 | |||||||||||||||
| Deferred taxes | 261.0 | 277.3 | |||||||||||||||
| Contract liabilities | 429.2 | 469.2 | |||||||||||||||
| Other non-current liabilities | 585.5 | 550.9 | |||||||||||||||
| Total liabilities | 5,889.9 | 6,074.2 | |||||||||||||||
| Commitments and contingencies | |||||||||||||||||
| Stockholders’ equity: | |||||||||||||||||
| Preferred stock: Authorized, 25.0 shares; issued and outstanding, none | — | — | |||||||||||||||
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 154.5 and 154.5 shares, respectively; outstanding, 117.1 and 116.7 shares, respectively | 1.6 | 1.6 | |||||||||||||||
| Additional paid-in capital | 1,663.0 | 1,552.5 | |||||||||||||||
| Retained earnings | 3,862.5 | 3,435.1 | |||||||||||||||
Treasury stock, at cost: 37.3 and 37.8 shares, respectively | (2,599.0) | (2,489.2) | |||||||||||||||
| Accumulated other comprehensive income (loss) | (272.9) | (331.7) | |||||||||||||||
| Total stockholders’ equity | 2,655.1 | 2,168.2 | |||||||||||||||
| Total liabilities and stockholders’ equity | $ | 8,545.0 | $ | 8,242.4 | |||||||||||||
Amounts may not sum due to rounding.
10
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| In millions | Fiscal Year | ||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net earnings | $ | 839.5 | $ | 698.1 | |||||||
| Adjustments to reconcile net earnings to net cash flows from operating activities: | |||||||||||
| Depreciation and amortization | 130.7 | 119.8 | |||||||||
| Amortization of acquired intangibles and purchased intellectual property | 196.6 | 200.3 | |||||||||
| Amortization of other assets | 170.8 | 157.8 | |||||||||
| Write-down of long-lived assets | 14.5 | 18.2 | |||||||||
| Stock-based compensation expense | 73.4 | 70.6 | |||||||||
| Deferred income taxes | (5.2) | (119.7) | |||||||||
| Other | (24.4) | (57.7) | |||||||||
| Changes in operating assets and liabilities, net of assets and liabilities acquired: | |||||||||||
| Current assets and liabilities: | |||||||||||
| Accounts receivable, net | 31.8 | (37.4) | |||||||||
| Other current assets | (5.4) | (2.8) | |||||||||
| Payables and accrued expenses | (146.5) | 136.5 | |||||||||
| Contract liabilities | 56.5 | 80.6 | |||||||||
| Non-current assets and liabilities: | |||||||||||
| Other non-current assets | (148.2) | (232.4) | |||||||||
| Other non-current liabilities | (12.8) | 24.3 | |||||||||
| Net cash flows from operating activities | 1,171.3 | 1,056.2 | |||||||||
| Cash Flows From Investing Activities | |||||||||||
| Capital expenditures | (43.8) | (57.4) | |||||||||
| Software purchases and capitalized internal use software | (71.1) | (55.6) | |||||||||
| Acquisitions, net of cash acquired | (193.5) | (34.3) | |||||||||
| Other investing activities | (7.8) | (0.8) | |||||||||
| Net cash flows from investing activities | (316.2) | (148.0) | |||||||||
| Cash Flows From Financing Activities | |||||||||||
| Debt proceeds | 1,238.1 | 1,022.7 | |||||||||
| Debt repayments | (1,342.5) | (1,082.7) | |||||||||
| Dividends paid | (402.3) | (368.2) | |||||||||
| Purchases of Treasury stock | (134.9) | (485.4) | |||||||||
| Proceeds from exercise of stock options | 62.3 | 72.4 | |||||||||
| Other financing activities | (21.6) | (14.3) | |||||||||
| Net cash flows from financing activities | (600.8) | (855.5) | |||||||||
| Effect of exchange rate changes on Cash and cash equivalents | 2.8 | (0.6) | |||||||||
| Net change in Cash and cash equivalents | 257.1 | 52.1 | |||||||||
| Cash and cash equivalents, beginning of fiscal year | 304.4 | 252.3 | |||||||||
| Cash and cash equivalents, end of fiscal year | $ | 561.5 | $ | 304.4 | |||||||
Amounts may not sum due to rounding.
11
Segment Results
(Unaudited)
| In millions | Three Months Ended June 30, | Fiscal Year Ended June 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Investor Communication Solutions | $ | 1,600.7 | $ | 1,528.3 | $ | 5,113.0 | $ | 4,857.9 | |||||||||||||||
| Global Technology and Operations | 464.7 | 415.9 | 1,776.1 | 1,648.9 | |||||||||||||||||||
| Total | $ | 2,065.4 | $ | 1,944.3 | $ | 6,889.1 | $ | 6,506.8 | |||||||||||||||
| Earnings Before Income Taxes | |||||||||||||||||||||||
| Investor Communication Solutions | $ | 490.5 | $ | 469.0 | $ | 1,054.0 | $ | 950.4 | |||||||||||||||
| Global Technology and Operations | 33.9 | 47.1 | 201.4 | 173.3 | |||||||||||||||||||
| Other | (52.9) | (105.9) | (196.7) | (246.3) | |||||||||||||||||||
| Total | $ | 471.5 | $ | 410.2 | $ | 1,058.7 | $ | 877.4 | |||||||||||||||
| Pre-tax margins: | |||||||||||||||||||||||
| Investor Communication Solutions | 30.6 | % | 30.7 | % | 20.6 | % | 19.6 | % | |||||||||||||||
| Global Technology and Operations | 7.3 | % | 11.3 | % | 11.3 | % | 10.5 | % | |||||||||||||||
| Amortization of acquired intangibles and purchased intellectual property | |||||||||||||||||||||||
| Investor Communication Solutions | $ | 9.8 | $ | 11.2 | $ | 42.9 | $ | 45.4 | |||||||||||||||
| Global Technology and Operations | 40.2 | 37.7 | 153.7 | 154.9 | |||||||||||||||||||
| Total | $ | 50.0 | $ | 48.9 | $ | 196.6 | $ | 200.3 | |||||||||||||||
Amounts may not sum due to rounding.
12
Supplemental Reporting Detail - Additional Product Line Reporting
(Unaudited)
| In millions | Three Months Ended June 30, | Fiscal Year Ended June 30, | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| Investor Communication Solutions | |||||||||||||||||||||||||||||||||||
Regulatory | $ | 515.2 | $ | 476.9 | 8 | % | $ | 1,280.6 | $ | 1,195.6 | 7 | % | |||||||||||||||||||||||
Data-driven fund solutions | 121.9 | 121.8 | 0 | % | 459.2 | 435.2 | 6 | % | |||||||||||||||||||||||||||
Issuer | 145.9 | 141.0 | 3 | % | 273.2 | 259.8 | 5 | % | |||||||||||||||||||||||||||
Customer communications | 175.9 | 170.6 | 3 | % | 718.8 | 683.1 | 5 | % | |||||||||||||||||||||||||||
| Total ICS Recurring revenues | 958.8 | 910.4 | 5 | % | 2,731.8 | 2,573.6 | 6 | % | |||||||||||||||||||||||||||
| Equity and other | 38.2 | 42.1 | (9 | %) | 115.5 | 151.0 | (24 | %) | |||||||||||||||||||||||||||
| Mutual funds | 40.7 | 34.0 | 20 | % | 203.8 | 134.2 | 52 | % | |||||||||||||||||||||||||||
| Total ICS Event-driven revenues | 78.9 | 76.1 | 4 | % | 319.3 | 285.2 | 12 | % | |||||||||||||||||||||||||||
| Distribution revenues | 562.9 | 541.9 | 4 | % | 2,062.0 | 1,999.0 | 3 | % | |||||||||||||||||||||||||||
| Total ICS Revenues | $ | 1,600.7 | $ | 1,528.3 | 5 | % | $ | 5,113.0 | $ | 4,857.9 | 5 | % | |||||||||||||||||||||||
| Global Technology and Operations | |||||||||||||||||||||||||||||||||||
Capital markets | $ | 285.4 | $ | 272.5 | 5 | % | $ | 1,115.3 | $ | 1,049.2 | 6 | % | |||||||||||||||||||||||
Wealth and investment management | 179.3 | 143.5 | 25 | % | 660.8 | 599.7 | 10 | % | |||||||||||||||||||||||||||
| Total GTO Recurring revenues | 464.7 | 415.9 | 12 | % | 1,776.1 | 1,648.9 | 8 | % | |||||||||||||||||||||||||||
| Total Revenues | $ | 2,065.4 | $ | 1,944.3 | 6 | % | $ | 6,889.1 | $ | 6,506.8 | 6 | % | |||||||||||||||||||||||
| Revenues by Type | |||||||||||||||||||||||||||||||||||
| Recurring revenues | $ | 1,423.6 | $ | 1,326.4 | 7 | % | $ | 4,507.9 | $ | 4,222.6 | 7 | % | |||||||||||||||||||||||
| Event-driven revenues | 78.9 | 76.1 | 4 | % | 319.3 | 285.2 | 12 | % | |||||||||||||||||||||||||||
| Distribution revenues | 562.9 | 541.9 | 4 | % | 2,062.0 | 1,999.0 | 3 | % | |||||||||||||||||||||||||||
| Total Revenues | $ | 2,065.4 | $ | 1,944.3 | 6 | % | $ | 6,889.1 | $ | 6,506.8 | 6 | % | |||||||||||||||||||||||
Amounts may not sum due to rounding.
13
Select Operating Metrics
(Unaudited)
| In millions | Three Months Ended June 30, | Fiscal Year Ended June 30, | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
Closed sales1 | $ | 113.5 | $ | 156.6 | (28 | %) | $ | 287.9 | $ | 341.8 | (16 | %) | |||||||||||||||||||||||
Position Growth2 | |||||||||||||||||||||||||||||||||||
| Equity positions | 18 | % | 7 | % | 16 | % | 6 | % | |||||||||||||||||||||||||||
| Equity revenue positions | 14 | % | N/A | 12 | % | N/A | |||||||||||||||||||||||||||||
| Mutual fund/ETF positions | 7 | % | 6 | % | 7 | % | 3 | % | |||||||||||||||||||||||||||
Internal Trade Growth3 | 14 | % | 15 | % | 13 | % | 13 | % | |||||||||||||||||||||||||||
| Amounts may not sum due to rounding. | |||||||||||||||||||||||||||||||||||
1. Refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of Broadridge’s 2025 Annual Report for a description of Closed sales and its calculation. | |||||||||||||||||||||||||||||||||||
2. Position Growth is comprised of “equity position growth” and “mutual fund/ETF position growth.” Equity position growth measures the estimated annual change in positions eligible for equity proxy materials. Beginning in the fourth quarter of fiscal year 2025, the Company began presenting information on “equity revenue position growth”. Equity revenue position growth excludes small or fractional equity positions for which the Company does not recognize revenue (“non-revenue positions”). Prior-year period comparative information for this metric is not available. 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. | |||||||||||||||||||||||||||||||||||
3. Represents the estimated change in daily average 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. | |||||||||||||||||||||||||||||||||||
14
Reconciliation of Non-GAAP to GAAP Measures
(Unaudited)
| In millions, except per share amounts | Three Months Ended June 30, | Fiscal Year Ended June 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reconciliation of Adjusted Operating Income | |||||||||||||||||||||||
| Operating income (GAAP) | $ | 498.6 | $ | 441.4 | $ | 1,188.6 | $ | 1,017.1 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Amortization of Acquired Intangibles and Purchased Intellectual Property | 50.0 | 48.9 | 196.6 | 200.3 | |||||||||||||||||||
| Acquisition and Integration Costs | 7.0 | 2.9 | 18.3 | 3.9 | |||||||||||||||||||
| Restructuring and Other Related Costs (a) | 2.0 | 56.0 | 7.4 | 63.0 | |||||||||||||||||||
| Litigation Settlement Charges | — | 10.3 | — | 18.4 | |||||||||||||||||||
| Adjusted Operating income (Non-GAAP) | $ | 557.6 | $ | 559.5 | $ | 1,410.9 | $ | 1,302.8 | |||||||||||||||
| Operating income margin (GAAP) | 24.1 | % | 22.7 | % | 17.3 | % | 15.6 | % | |||||||||||||||
| Adjusted Operating income margin (Non-GAAP) | 27.0 | % | 28.8 | % | 20.5 | % | 20.0 | % | |||||||||||||||
| Reconciliation of Adjusted Net earnings | |||||||||||||||||||||||
| Net earnings (GAAP) | $ | 374.2 | $ | 323.2 | $ | 839.5 | $ | 698.1 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Amortization of Acquired Intangibles and Purchased Intellectual Property | 50.0 | 48.9 | 196.6 | 200.3 | |||||||||||||||||||
| Acquisition and Integration Costs | 7.0 | 2.9 | 18.3 | 3.9 | |||||||||||||||||||
| Restructuring and Other Related Costs (a) | 2.0 | 56.0 | 7.4 | 63.0 | |||||||||||||||||||
Litigation Settlement Charges | — | 10.3 | — | 18.4 | |||||||||||||||||||
| Subtotal of adjustments | 59.0 | 118.1 | 222.3 | 285.6 | |||||||||||||||||||
| Tax impact of adjustments (b) | (13.2) | (26.1) | (50.4) | (62.6) | |||||||||||||||||||
| Adjusted Net earnings (Non-GAAP) | $ | 420.0 | $ | 415.2 | $ | 1,011.5 | $ | 921.2 | |||||||||||||||
| Reconciliation of Adjusted EPS | |||||||||||||||||||||||
| Diluted earnings per share (GAAP) | $ | 3.16 | $ | 2.72 | $ | 7.10 | $ | 5.86 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Amortization of Acquired Intangibles and Purchased Intellectual Property | 0.42 | 0.41 | 1.66 | 1.68 | |||||||||||||||||||
| Acquisition and Integration Costs | 0.06 | 0.02 | 0.15 | 0.03 | |||||||||||||||||||
| Restructuring and Other Related Costs (a) | 0.02 | 0.47 | 0.06 | 0.53 | |||||||||||||||||||
Litigation Settlement Charges | — | 0.09 | — | 0.15 | |||||||||||||||||||
| Subtotal of adjustments | 0.50 | 0.99 | 1.88 | 2.40 | |||||||||||||||||||
| Tax impact of adjustments (b) | (0.11) | (0.22) | (0.43) | (0.53) | |||||||||||||||||||
| Adjusted earnings per share (Non-GAAP) | $ | 3.55 | $ | 3.50 | $ | 8.55 | $ | 7.73 | |||||||||||||||
(a) Restructuring and Other Related Costs for the fiscal year ended June 30, 2025 consists of severance and other costs related to the closure of substantially all operations of a production facility. Costs incurred are not reflected in segment profit and are recorded within Corporate and Other. The total estimated pre-tax costs for actions and associated costs related to the closure are approximately $20 million to $25 million and are expected to be completed by the end of the second quarter of fiscal year 2026.
Restructuring and Other Related Costs for the three months and fiscal year ended June 30, 2024 includes $56.0 million of severance and professional services costs directly related to the Corporate Restructuring Initiative. The fiscal year ended June 30, 2024 also includes a $7.0 million asset impairment charge as a result of the exit of a business in connection with the Corporate Restructuring Initiative.
15
(b) Calculated using the GAAP effective tax rate, adjusted to exclude excess tax benefits associated with stock-based compensation of $9.0 million and $20.5 million for the three months and fiscal year ended June 30, 2025, and $3.4 million and $12.9 million for the three months and fiscal year ended June 30, 2024, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.
| Fiscal Year Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Reconciliation of Free cash flow | |||||||||||
| Net cash flows from operating activities (GAAP) | $ | 1,171.3 | $ | 1,056.2 | |||||||
| Capital expenditures and Software purchases and capitalized internal use software | (114.9) | (113.0) | |||||||||
| Free cash flow (Non-GAAP) | $ | 1,056.4 | $ | 943.2 | |||||||
| Adjusted Net earnings (Non-GAAP) | $ | 1,011.5 | $ | 921.2 | |||||||
| Free cash flow conversion (Non-GAAP) | 104 | % | 102 | % | |||||||
| Reconciliation of Recurring Revenue Growth Constant Currency | |||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Investor Communication Solutions | Regulatory | Data-Driven Fund Solutions | Issuer | Customer Comm. | Total | ||||||||||||||||||||||||
| Recurring revenue growth (GAAP) | 8 | % | 0 | % | 3 | % | 3 | % | 5 | % | |||||||||||||||||||
| Impact of foreign currency exchange | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||||
| Recurring revenue growth constant currency (Non-GAAP) | 8 | % | 0 | % | 3 | % | 3 | % | 5 | % | |||||||||||||||||||
| Fiscal Year Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Investor Communication Solutions | Regulatory | Data-Driven Fund Solutions | Issuer | Customer Comm. | Total | ||||||||||||||||||||||||
| Recurring revenue growth (GAAP) | 7 | % | 6 | % | 5 | % | 5 | % | 6 | % | |||||||||||||||||||
| Impact of foreign currency exchange | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||||
| Recurring revenue growth constant currency (Non-GAAP) | 7 | % | 5 | % | 5 | % | 5 | % | 6 | % | |||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||
| Global Technology and Operations | Capital Markets | Wealth and Investment Management | Total | ||||||||||||||
| Recurring revenue growth (GAAP) | 5 | % | 25 | % | 12 | % | |||||||||||
| Impact of foreign currency exchange | (1 | %) | 1 | % | 0 | % | |||||||||||
| Recurring revenue growth constant currency (Non-GAAP) | 4 | % | 26 | % | 12 | % | |||||||||||
16
| Fiscal Year Ended June 30, 2025 | |||||||||||||||||
| Global Technology and Operations | Capital Markets | Wealth and Investment Management | Total | ||||||||||||||
| Recurring revenue growth (GAAP) | 6 | % | 10 | % | 8 | % | |||||||||||
| Impact of foreign currency exchange | 0 | % | 1 | % | 1 | % | |||||||||||
| Recurring revenue growth constant currency (Non-GAAP) | 6 | % | 12 | % | 8 | % | |||||||||||
| Three Months Ended June 30, 2025 | Fiscal Year Ended June 30, 2025 | ||||||||||
| Consolidated | Total | Total | |||||||||
| Recurring revenue growth (GAAP) | 7 | % | 7 | % | |||||||
| Impact of foreign currency exchange | 0 | % | 0 | % | |||||||
| Recurring revenue growth constant currency (Non-GAAP) | 7 | % | 7 | % | |||||||
Amounts may not sum due to rounding.
Fiscal Year 2026 Guidance
Reconciliation of Non-GAAP to GAAP Measures
Adjusted Earnings Per Share Growth and Adjusted Operating Income Margin
(Unaudited)
| FY26 Recurring revenue growth | |||||||||||
| Impact of foreign currency exchange (a) | (0.5) - 0% | ||||||||||
| Recurring revenue growth constant currency - Non-GAAP | 5 - 7% | ||||||||||
| FY26 Adjusted Operating income margin (b) | |||||||||||
| Operating income margin % - GAAP | 18 - 19% | ||||||||||
| Adjusted Operating income margin % - Non-GAAP | 20 - 21% | ||||||||||
| FY26 Adjusted earnings per share growth rate (c) | |||||||||||
| Diluted earnings per share - GAAP | 13 - 18% growth | ||||||||||
| Adjusted earnings per share - Non-GAAP | 8 - 12% growth | ||||||||||
(a) Based on forward rates as of July 2025.
(b) Adjusted Operating income margin guidance (Non-GAAP) is adjusted to exclude the approximately $200 million impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs.
(c) Adjusted earnings per share growth guidance (Non-GAAP) is adjusted to exclude the approximately $1.30 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, and is calculated using diluted shares outstanding.
17
Powering and transforming financial markets Earnings Conference Call Fiscal Fourth Quarter and Full-Year 2025 August 5, 2025 EXHIBIT 99.2
1 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") contains “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,” “on track,” and other words of similar meaning are forward-looking statements. In particular, information appearing in the “Fiscal Year 2026 Guidance” section and statements about our three-year objectives 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 the Annual Report on Form 10-K for the year ended June 30, 2025 (the “2025 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 2025 Annual Report. These risks include: • Changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge; • 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; • 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, economic and geopolitical conditions and their impact on the securities markets; • The success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; • Broadridge’s failure to keep pace with changes in technology and demands of its clients; • Competitive conditions; • Broadridge’s ability to attract and retain key personnel; and • The impact of new acquisitions and divestitures. 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. 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.
2 Use of Non-GAAP financial measures, KPIs and foreign exchange rates Use of Non-GAAP Financial Measures This presentation includes certain Non-GAAP financial measures including Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share (“EPS”), Adjusted EBITDA, Adjusted EBITDAR, Adjusted Debt, Free cash flow, Free cash flow conversion, and Recurring revenue growth constant currency. Please see the “Explanation of Non-GAAP Measures and Reconciliation of GAAP to Non-GAAP Measures” section of this presentation for more information on Broadridge’s use of Non-GAAP measures and reconciliations to GAAP measures. 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 Revenues and Recurring revenue, as well as Non-GAAP measures of Adjusted Operating income, Adjusted Net earnings, Adjusted EPS, Free cash flow, Free cash flow conversion, Recurring revenue growth constant currency, and Closed sales. In addition, management focuses on select operating metrics specific to Broadridge of Position Growth, which is comprised of equity position growth and mutual fund/ETF position growth, and Internal Trade Growth. Beginning in the fourth quarter of fiscal year 2025, the Company began presenting information on “equity revenue position growth”. Equity revenue position growth excludes small or fractional equity positions for which the Company does not recognize revenue (“non-revenue positions”). Prior-year period comparative information for this metric is not available. Please refer to Item 7. Management’s Discussion and Analysis of Financial Condition of the 2025 Annual Report for a discussion of Revenues, Recurring revenue, Position Growth and Internal Trade Growth in the “Key Performance Indicators” section and the “Results of Operations” section for a description of Closed sales. Foreign Exchange Rates Beginning with the first quarter of fiscal year 2023, the Company changed reporting for segment revenues, segment earnings (loss) before income taxes, segment amortization of acquired intangibles and purchased intellectual property, and Closed sales to reflect the impact of actual foreign exchange rates applicable to the individual periods presented. The presentation of these metrics for the prior periods has been changed to conform to the current period presentation. Total consolidated revenues and earnings before income taxes were not impacted. Notes on Presentation Amounts presented in this presentation may not sum due to rounding. All FY’24 and FY’25 Recurring revenue dollar amounts shown in this presentation are GAAP. Recurring revenue growth percentages for FY’23, FY’24, and FY’25, and FY’26 Guidance, are shown as constant currency (Non-GAAP). Recurring revenue growth percentages for FY’21 and FY’22 are calculated based on constant foreign currency exchange rates used for internal management reporting as described in the Company’s segment footnote within its Form 10-K for each respective year. 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.
3 Key messages Broadridge’s fourth quarter drove strong FY’25 results including 7% Recurring revenue growth constant currency, 11% Adjusted EPS growth, and Closed sales of $288 million Broadridge is executing on its growth strategy across Governance, Capital Markets, and Wealth & Investment Management Fiscal year 2026 guidance calls for another strong year including 5-7% Recurring revenue growth constant currency and 8-12% Adjusted EPS growth Remain on track to deliver on three-year objectives for the cycle ending in June 2026 Balanced capital allocation included 11% annual dividend growth, strategic tuck-in acquisition of SIS, and $100 million in share repurchases, supported by strong Free cash flow 1 2 3 4 5
4 We are driving democratization and digitization in Governance… FY'21 FY'22 FY'23 FY'24 FY'25 $2.7B8%6% Y-O-Y GROWTH FY’25 RECURRING REVENUE Avg. Annual Growth $2.7B HIGHLIGHTS 1 2 3 Democratization of investing is driving investor participation and powering strong position growth across both equities and funds We are driving investor engagement with pass-through voting Acolin acquisition expected to deepen Broadridge’s role as an intermediary between funds, brokers and distributors worldwide and extend data reach 3rd consecutive year of double-digit growth in digital revenue, including signing a third blue-chip client to Wealth InFocus platform 4
5 FY'21 FY'22 FY'23 FY'24 FY'25 …simplifying and innovating in Capital Markets… $1.1B14%6% Y-O-Y GROWTH FY’25 RECURRING REVENUE Avg. Annual Growth $1.1B HIGHLIGHTS 1 Strong post-trade sales highlight demand for global simplification and scalability Continued growth in front office network solutions highlighted by strong demand for our global cross-asset (NYFIX) capability Deploying AI to help clients reduce cost and complexity, including agentic AI in OpsGPT Broadridge distributed ledger repo platform volumes exceed $200 billion per day, making it the leading trading platform for tokenized real assets 2 3 4
6 …and modernizing Wealth Management $661M7%12% Y-O-Y GROWTH FY’25 RECURRING REVENUE Avg. Annual Growth FY'21 FY'22 FY'23 FY'24 FY'25 HIGHLIGHTS 1 2 3 Broadridge’s wealth platform continues to gain momentum in the marketplace Successfully bringing technology from US wealth platform into Canadian market, leading to sales and pipeline growth Growing demand for private credit investments is powering demand for our market-leading Sentry solution $661M
7 Broadridge continues to execute its strategy of democratizing and digitizing governance, accelerating and innovating capital markets, and modernizing wealth management We are transforming Broadridge into a platform company to drive more value for clients, make it easier for clients to get started and do more, and unlock the power of data and AI Broadridge is expecting another strong year in fiscal 2026, including 5-7% Recurring revenue growth constant currency and 8-12% Adjusted EPS growth Strong Free cash flow conversion is powered by balanced capital allocation, including funding investment, growing our dividend, pursuing strategic M&A, and repurchasing shares Broadridge remains well-positioned for long-term growth 1 2 3 4 Broadridge remains well-positioned for long-term growth 5
8 $ in millions, except per share data Q4’25 Inc./(Dec.) FY’25 Inc./(Dec.) Recurring revenues $1,424 7% $4,508 7% 8 7 Total revenues 2,065 6% 6,889 6% Operating income 499 13% 1,189 17% Adjusted Operating income (Non-GAAP) 558 (0%) 1,411 8% Adjusted Operating income margin (Non-GAAP) 27.0% (180 bps) 20.5% 50bps Diluted earnings per share $3.16 16% $7.10 21% Adjusted Earnings per share (Non-GAAP) $3.55 1% $8.55 11% Closed sales $114 (28%) $288 (16%) Summary financial results Constant currency growth (Non-GAAP) 7% 7% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 25 – 33
9 ICS fourth quarter and fiscal year 2025 segment Recurring revenues $176 $146 $122 $515 Q4'24 Q4'25 Regulatory Customer Comms. Data-Driven Fund Solutions Issuer 3% 3% (0%) 8% ICS Q4 RECURRING REVENUES ICS FISCAL YEAR RECURRING REVENUES $959 $ in millions; growth in constant currency +5% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 25 – 33 $719 $273 $459 $1,281 FY'24 FY'25 Regulatory Customer Comms. Data-Driven Fund Solutions Issuer 5% 5% 5% 7% $2,732 +6%
10 $661 $1,115 FY'24 FY'25 GTO fourth quarter and fiscal year 2025 segment Recurring revenues GTO Q4 RECURRING REVENUES GTO FISCAL YEAR RECURRING REVENUES Capital Markets Wealth & Investment Management $1,776 $ in millions; growth in constant currency Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 25 – 33 6% 12%$179 $285 Q4'24 Q4'25 Capital Markets Wealth & Investment Management $465 4% 26% +12% +8%
11 FY’24 FY’25 10Y Avg. Equity 6% 16% 11% Equity Revenue N/A 12% N/A MF / ETF 3% 7% 7% Internal Trade Growth 13% 13% 8% 7% 3% 11% 15% 18% 11% 14% 6% 6% 5% 6% 7% Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Key volume drivers: position and trade growth 15% 10% 13% 14% 14% INTERNAL TRADE GROWTH EQUITY & MUTUAL FUND/ETF POSITION GROWTH 1. Q4’24 equity position growth represented 55% of total fiscal year 2024 positions. Q1’24: 6% | Q2’24: 9% | Q3’24: 30% 2. Represents equity position growth that is revenue-generating and excludes the growth in small or fractional non-revenue positions. 3. Reflects position growth processed in the same time period of both years. Therefore, quarterly and annual data may not align. 4. Represents the estimated change in daily 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. 1,3 2,3 3 4
12 Organic Growth: 6 pts $1,326 Q4'24 Recurring revenues Closed Sales Client Losses Internal Growth Acquisitions Q4'25 Rec. Rev. Constant Currency FX Q4'25 Recurring revenues RECURRING REVENUE GROWTH CONSTANT CURRENCY WAS 7% Fourth quarter 2025 Recurring revenue growth drivers ICS $910M 6 pts (2) pts 1 pt 0 pts 5% (0) pts $959M GTO $416M 4 pts (2) pts 4 pts 5 pts 12% (0) pts $465M 5 pts (2) pts 2 pts 2 pts 7% (0) pts 7% Organic Growth: 5 pts $ in millions. Pts contribution to growth Organic Growth: 6 pts $1,424
13 $1,944 Q4'24 Total Revenues Recurring Event-Driven Distribution FX Q4'25 Total Revenues (0) pts FOURTH QUARTER 2025 TOTAL REVENUE GROWTH DRIVERS $76 $63 $125 $79 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 $62M FY’19-FY’25 QUARTERLY AVERAGE Fourth quarter 2025 Total revenue growth drivers QUARTERLY EVENT-DRIVEN REVENUES 5 pts 0 pts 1 pt 6% $53 $ in millions. Pts contribution to growth $2,065
14 Q4'24 Q4'25 Operating income margin and Adjusted Operating income margin 18.1% 18.7% 19.8% 20.0% FY'21 FY'22 FY'23 FY'24 FY'25 24.1%22.7% +60 bps +110 bps OPERATING INCOME MARGIN ADJUSTED OPERATING INCOME MARGIN (NON- GAAP) 27.0% +20 bps 28.8% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 25 – 33 Q4’25 OPERATING INCOME MARGIN FISCAL YEAR OPERATING INCOME MARGIN 20.5% +60 bps +50 bps 13.6% 13.3% 15.4% 15.6% 17.3%
15 FY'21 FY'22 FY'23 FY'24 FY'25 Closed sales $ in millions $246 FY'24 FY'25 $450 $430 $342 $280 CLOSED SALES RECURRING REVENUE BACKLOG 11% 10%% OF RECURRING REVENUE $288 $231 1. Recurring Revenue Backlog represents an estimate of first year revenues from Closed sales that have not yet been recognized and are expected to be recognized 1
16 Free cash flow conversion FREE CASH FLOW CONVERSION 1,2 1. Free cash flow conversion equals annual Free cash flow divided by Adjusted Net earnings 2. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 25 – 33 84% 48% 90% 102% 104% FY'21 FY'22 FY'23 FY'24 FY'25
17 M&A Client Onboarding Spend CapEx and Software SELECT USES OF CASH FISCAL YEAR 2025 Capital allocation $ in millions, except per share data 2 1. Includes Software purchases and capitalized internal use software 2. Net investments on new client conversions, including development of platform capabilities 1 $12 $115 $193 3. Total capital returns include dividends and open market share repurchases net of option proceeds. FY’26 annual dividend amount subject to Board declaration. $402 $73 FY'22 FY'23 FY'24 FY'25 FY'26 (E) TOTAL CAPITAL RETURNS $2.56 $2.90 $3.20 $3.52 $3.90 11% 13% 10% 10% 11% DIVIDENDS PER SHARE 6 $312 $253 $781 3 $475 YTD Net Share Repurchases YTD Dividends Paid
18 Fiscal year 2026 guidance FY’26 GUIDANCE Recurring revenue growth constant currency (Non-GAAP) 5 – 7% Adjusted Operating income margin (Non-GAAP) 20 – 21% Adjusted earnings per share growth (Non-GAAP) 8 – 12% Closed sales $290 – $330M
Appendix
20 2023 2024 2025 YoY % Dollars in millions FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Growth Investor Communication Solutions ("ICS") Regulatory Solutions $1,141 $179 $195 $345 $477 $1,196 $190 $210 $365 $ 515 $1,281 7% Data-Driven Fund Solutions 404 102 105 106 122 435 108 114 115 122 459 6% Corporate Issuer Solutions 243 29 31 60 141 260 31 36 60 146 273 5% Customer Communications Solutions 673 159 163 191 171 683 164 179 199 176 719 5% Total ICS recurring revenues 2,461 469 493 701 910 2,574 493 540 740 959 2,732 6% Equity and other 117 41 22 46 42 151 21 25 31 38 115 (24)% Mutual Funds 94 46 33 21 34 134 42 100 21 41 204 52% Total Event-driven revenues 211 87 55 67 76 285 63 125 53 79 319 12% Distribution 1,863 473 451 533 542 1,999 460 484 555 563 2,062 3% Total ICS Revenues $4,536 $1,029 $1,000 $1,301 $1,528 $4,858 $1,016 $1,149 $1,348 $ 1,601 $5,113 5% Global Technology and Operations (“GTO”) Capital Markets Solutions $965 $249 $262 $266 $272 $1,049 $261 $279 $289 $ 285 $1,115 6% Wealth and investment Management 560 154 143 159 143 600 146 161 175 179 661 10% Total GTO recurring revenues 1,525 402 405 425 416 1,649 407 440 464 465 1,776 8% Total Revenues $6,061 $1,431 $1,405 $1,726 $1,944 $6,507 $1,423 $1,589 $1,812 $ 2,065 $6,889 6% Revenues by type Recurring revenues $3,987 $871 $899 $1,126 $1,326 $4,223 $900 $980 $1,204 $ 1,424 $4,508 7% Event-driven revenues 211 87 55 67 76 285 63 125 53 79 319 12% Distribution revenues 1,863 473 451 533 542 1,999 460 484 555 563 2,062 3% Total Revenues $6,061 $1,431 $1,405 $1,726 $1,944 $6,507 $1,423 $1,589 $1,812 $ 2,065 $6,889 6% Supplemental reporting detail ‒ product line reporting (Unaudited)
21 $4,223 FY'24 Recurring revenues Closed Sales Client Losses Internal Growth Acquisitions FY'25 Rec. Rev. Constant Currency FX FY'25 Recurring revenues RECURRING REVENUE GROWTH CONSTANT CURRENCY WAS 7% Fiscal year 2025 Recurring revenue growth drivers ICS $2,574M 7 pts (2) pts 1 pt 0 pts 6% (0) pts $2,732M GTO $1,649M 5 pts (3) pts 3 pts 4 pts 8% (1) pt $1,776M 6 pts (3) pts 2 pts 2 pts 7% (0) pts 7% Organic Growth: 6 pts $4,508 $ in millions. Pts contribution to growth Organic Growth: 4 pts Organic Growth: 5 pts
22 FISCAL YEAR 2025 EVENT-DRIVEN REVENUES FISCAL YEAR 2025 TOTAL REVENUE GROWTH DRIVERS Fiscal year 2025 Total revenue growth drivers $6,507 $6,889 FY'24 Total Revenues Recurring Event-Driven Distribution FX FY'25 Total Revenues 5 pts 1 pt 1 pt 6% (0) pts $ in millions. Pts contribution to growth $244 $175 $235 $269 $211 $285 $319 FY'19 FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 $249M FY’19-FY’25 AVERAGE
23 FY’24 – FY’26 long-term growth objectives FY’24 – FY’26 (CAGR) Organic Recurring revenue growth 5-8% Recurring revenue growth constant currency (Non-GAAP) 7-9% Adjusted Operating income margin expansion (bps/year) (Non-GAAP) 50+ Adjusted earnings per share growth (Non-GAAP) 8-12% Note: AOI margin expansion excludes impact of float and distribution revenue
Explanation of Non-GAAP Measures and Reconciliation of GAAP to Non- GAAP Measures
25 Non-GAAP 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, Adjusted EBITDAR, Adjusted Debt, Free cash flow, Free cash flow conversion, 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. Reconciliations 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. Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings, Adjusted Earnings Per Share, Adjusted EBITDA, Adjusted EBITDAR, Adjusted Debt, Free cash flow, Free cash flow conversion, Recurring revenue growth constant currency 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. (iii) Restructuring and Other Related Costs, which represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas, in addition to other restructuring activities. (iv) Litigation Settlement Charges, which represent the reserve established during the third and fourth quarter of fiscal year 2024 related to the settlement of claims. (v) Russia-Related Exit Costs, which are direct and incremental costs associated with the Company’s wind down of business activities in Russia in response to Russia’s invasion of Ukraine, including relocation-related expenses of impacted associates. (vi) Real Estate Realignment and Covid-19 Related Expenses. Real Estate Realignment Expenses are expenses associated with the exit of certain of the Company’s leased facilities in response to the Covid-19 pandemic, which consist of the impairment of certain right of use assets, leasehold improvements and equipment, as well as other related facility exit expenses directly resulting from, and attributable to, the exit of these leased facilities. Covid-19 Related Expense are direct and incremental expenses incurred by the Company to protect the health and safety of Broadridge associates during the Covid-19 outbreak, including expenses associated with monitoring the temperatures for associates entering our facilities, enhancing the safety of our office environment in preparation for workers to return to Company facilities on a more regular basis, ensuring proper social distancing in our production facilities, personal protective equipment, enhanced cleaning measures in our facilities, and other safety related expenses. (vii) Investment Gains, which represent non-operating, non-cash gains on privately held investments. (viii) Software Charge, which represents a charge related to an internal use software product that is no longer expected to be used; and (ix) Gain on Acquisition-Related Financial Instrument, which represents a non-operating gain on a financial instrument designed to minimize the Company's foreign exchange risk associated with the Itiviti acquisition, as well as certain other non-operating financing costs associated with the Itiviti acquisition.
26 We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, Litigation Settlement Charges, Russia-Related Exit Costs, Real Estate Realignment and Covid-19 Related Expenses, Investment Gains, the Software Charge, and the Gain on Acquisition-Related Financial Instrument 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. 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 and Free cash flow conversion 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 New cash flows provided by operating activities plus Proceeds from asset sales, less Capital expenditures as well as Software purchases and capitalized internal use software. Free cash flow conversion is calculated as Free cash flow divided by Adjusted Net earnings for the given period. 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. 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. Non-GAAP Measures
27 (Unaudited) Three Months Ended June 30, 2025 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 8% 0% 3% 3% 5% Impact of foreign currency exchange 0% 0% 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 8% 0% 3% 3% 5% Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 5% 25% 12% Impact of foreign currency exchange (1)% 1% 0% Recurring revenue growth constant currency (Non-GAAP) 4% 26% 12% Consolidated Total Recurring revenue growth (GAAP) 7% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 7% Reconciliation of GAAP to Non-GAAP measures
28 Fiscal Year Ended June 30, 2025 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 7% 6% 5% 5% 6% Impact of foreign currency exchange 0% 0% 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 7% 5% 5% 5% 6% Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 6% 10% 8% Impact of foreign currency exchange 0% 1% 1% Recurring revenue growth constant currency (Non-GAAP) 6% 12% 8% Consolidated Total Recurring revenue growth (GAAP) 7% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 7% Reconciliation of GAAP to Non-GAAP measures (Unaudited)
29 3 Months Ended June 30, Fiscal Year Ended June 30, Dollars in millions 2025 2024 2025 2024 2023 2022 2021 Operating income (GAAP) $498.6 $441.4 $1,188.6 $1,017.1 $936.4 $759.9 $678.7 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 50.0 48.9 196.6 200.3 214.4 250.2 153.7 Acquisition and Integration Costs 7.0 2.9 18.3 3.9 15.8 24.5 18.1 Restructuring and Other Related Costs (a) 2.0 56.0 7.4 63.0 20.4 — — Litigation Settlement Charges — 10.3 — 18.4 — — — Russia-Related Exit Costs (b) — — — — 12.1 1.4 — Real Estate Realignment and Covid-19 Related Expenses (c) — — — — — 30.5 45.3 Software Charge — — — — — — 6.0 Adjusted Operating income (Non-GAAP) $557.6 $559.5 $1,410.9 $1,302.8 $1,199.1 $1,066.4 $901.8 Operating income margin (GAAP) 24.1% 22.7% 17.3% 15.6% 15.4% 13.3% 13.6% Adjusted Operating income margin (Non-GAAP) 27.0% 28.8% 20.5% 20.0% 19.8% 18.7% 18.1% (a) Restructuring and Other Related Costs for the fiscal year ended June 30, 2025 consists of severance and other costs related to the closure of substantially all operations of a production facility. Costs incurred are not reflected in segment profit and are recorded within Corporate and Other. The total estimated pre-tax costs for actions and associated costs related to the closure are approximately $20 million to $25 million and are expected to be completed by the end of the second quarter of fiscal year 2026. Restructuring and Other Related Costs for the three months and fiscal year ended June 30, 2024 includes $56.0 million of severance and professional services costs directly related to the Corporate Restructuring Initiative. The fiscal year ended June 30, 2024 also includes a $7.0 million asset impairment charge as a result of the exit of a business in connection with the Corporate Restructuring Initiative. Restructuring and Other Related Costs for the fiscal year ended June 30, 2023 includes $20.4 million of severance costs. (b) Russia-Related Exit Costs were $10.9 million and $1.4 million for the fiscal years ended June 30, 2023 and June 30, 2022, comprised of $12.1 million of operating expenses, offset by a gain of $1.2 million in non-operating income for the fiscal year ended June 30, 2023, and $1.4 million of operating expenses for the fiscal year ended June 30, 2022. (c) Real Estate Realignment Expenses were $23.0 million and $29.6 million for the fiscal years ended June 30, 2022 and 2021, respectively. Covid-19 Related Expenses were $7.5 million and $15.7 million for the fiscal years ended June 30 2022 and 2021, respectively. Reconciliation of GAAP to Non-GAAP measures (Unaudited)
30 Fiscal Year Ended June 30, Dollars in millions 2025 2024 2023 2022 2021 Net cash flows from operating activities (GAAP) $1,171.3 $1,056.2 $823.3 $443.5 $640.1 Capital expenditures and Software purchases and capitalized internal use software (114.9) (113.0) (75.2) (73.1) (100.7) Proceeds from asset sales — — — — 18.0 Free cash flow (Non-GAAP) $1,056.4 $943.2 $748.2 $370.4 $557.3 3 Months Ended June 30, Fiscal Year Ended June 30, Dollars in millions 2025 2024 2025 2024 2023 2022 2021 Net earnings (GAAP) $374.2 $323.2 $839.5 $698.1 $630.6 $539.1 $547.5 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 50.0 48.9 196.6 200.3 214.4 250.2 153.7 Acquisition and Integration Costs 7.0 2.9 18.3 3.9 15.8 24.5 18.1 Restructuring and Other Related Costs (a) 2.0 56.0 7.4 63.0 20.4 — — Litigation Settlement Charges — 10.3 — 18.4 — — — Russia-Related Exit Costs (b) — — — — 10.9 1.4 — Real Estate Realignment and Covid-19 Related Expenses (c) — — — — — 30.5 45.3 Investment Gains — — — — — (14.2) (8.7) Software Charge — — — — — — 6.0 Gain on Acquisition-Related Financial Instrument — — — — — — (62.1) Subtotal of adjustments 59.0 118.1 222.3 285.6 261.6 292.3 152.2 Tax impact of adjustments (e) (13.2) (26.1) (50.4) (62.6) (57.5) (65.7) (33.2) Adjusted Net earnings (Non-GAAP) $420.0 $415.2 $1,011.5 $921.2 $834.6 $765.7 $666.5 LTM Free cash flow conversion (Non-GAAP) (f) 104 % 102 % 90 % 48 % 84 % Refer to Notes (a) – (f) on the next slide. Reconciliation of GAAP to Non-GAAP measures (Unaudited)
31 (a) Restructuring and Other Related Costs for the fiscal year ended June 30, 2025 consists of severance and other costs related to the closure of substantially all operations of a production facility. Costs incurred are not reflected in segment profit and are recorded within Corporate and Other. The total estimated pre-tax costs for actions and associated costs related to the closure are approximately $20 million to $25 million and are expected to be completed by the end of the second quarter of fiscal year 2026. Restructuring and Other Related Costs for the three months and fiscal year ended June 30, 2024 includes $56.0 million of severance and professional services costs directly related to the Corporate Restructuring Initiative. The fiscal year ended June 30, 2024 also includes a $7.0 million asset impairment charge as a result of the exit of a business in connection with the Corporate Restructuring Initiative. Restructuring and Other Related Costs for the fiscal year ended June 30, 2023 includes $20.4 million of severance costs. (b) Russia-Related Exit Costs were $10.9 million and $1.4 million for the fiscal years ended June 30, 2023 and June 30, 2022, comprised of $12.1 million of operating expenses, offset by a gain of $1.2 million in non-operating income for the fiscal year ended June 30, 2023, and $1.4 million of operating expenses for the fiscal year ended June 30, 2022. (c) Real Estate Realignment Expenses were $23.0 million and $29.6 million for the fiscal years ended June 30, 2022 and 2021, respectively. Covid-19 Related Expenses were $7.5 million and $15.7 million for the fiscal years ended June 30 2022 and 2021, respectively. (d) Real Estate Realignment Expenses impacted Adjusted Earnings per share $0.19 and $0.25 for the fiscal years ended June 30, 2022 and June 30, 2021, respectively. Covid-19 Related Expenses impacted Adjusted earnings per share $0.06 and $0.13 for the fiscal years ended June 30, 2022, and June 30, 2021, respectively. (e) Calculated using the GAAP effective tax rate, adjusted to exclude $9.0 million and $3.4 million of excess tax benefits associated with stock-based compensation for the three months ended June 30, 2025 and 2024, respectively, and $20.5 million, $12.9 million, $10.4 million, $18.1 million, and $16.9 million of excess tax benefits associated with stock-based compensation for the fiscal year ended June 30, 2025, 2024, 2023, 2022, and 2021, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis. (f) Free cash flow conversion is calculated as Free cash flow divided by Adjusted Net earnings for the given period. 3 Months Ended June 30, Fiscal Year Ended June 30, Dollars in millions, except per share amounts 2025 2024 2025 2024 2023 2022 2021 Diluted earnings per share (GAAP) $3.16 $2.72 $7.10 $5.86 $5.30 $4.55 $4.65 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 0.42 0.41 1.66 1.68 1.80 2.11 1.30 Acquisition and Integration Costs 0.06 0.02 0.15 0.03 0.13 0.21 0.15 Restructuring and Other Related Costs (a) 0.02 0.47 0.06 0.53 0.17 — — Litigation Settlement Charges — 0.09 — 0.15 — — — Russia-Related Exit Costs — — — — 0.09 0.01 — Real Estate Realignment and Covid-19 Related Expenses (d) — — — — — 0.26 0.38 Investment Gains — — — — — (0.12) (0.07) Software Charge — — — — — — 0.05 Gain on Acquisition-Related Financial Instrument — — — — — — (0.53) Subtotal of adjustments 0.50 0.99 1.88 2.40 2.20 2.47 1.29 Tax impact of adjustments (e) (0.11) (0.22) (0.43) (0.53) (0.48) (0.55) (0.28) Adjusted earnings per share (Non-GAAP) $3.55 $3.50 $8.55 $7.73 $7.01 $6.46 $5.66 Reconciliation of GAAP to Non-GAAP measures (Unaudited)
32 Reconciliation of GAAP to Non-GAAP measures (Unaudited) Fiscal Year Ended June 30, Dollars in millions 2025 2024 Net Earnings $839.5 $698.1 Provision for income taxes 219.2 179.3 Interest expense, net 122.7 138.1 Other non-operating expenses 7.1 1.7 Operating income $1,188.6 $1,017.1 Non-GAAP Adjustments Depreciation and amortization 130.7 119.8 Amortization of acquired intangibles and purchased intellectual property 196.6 200.3 Amortization of other assets 170.8 157.8 Acquisition and integration costs 18.3 3.9 Restructuring and other related costs 7.4 63.0 Litigation settlement charges — 18.4 Adjusted EBITDA (Non-GAAP) $1,712.4 $1,580.4 Operating lease costs 41.3 39.9 Adjusted EBITDAR (Non-GAAP) $1,753.7 $1,620.3 Total Debt $3,252.3 $3,355.1 Adjustments Present Value of Operating Lease Liabilities 206.7 221.9 SERP / SORP Liability 62.6 61.6 Adjusted Debt $3,521.6 $3,638.5 Total Debt to Adjusted EBITDA (Non-GAAP) 1.9x 2.1x Adjusted Debt to Adjusted EBITDAR (Non-GAAP) 2.0x 2.2x
33 Fiscal Year 2026 FY26 Recurring revenue growth Impact of foreign currency exchange (a) (0.5%) - 0% Recurring revenue growth constant currency (Non-GAAP) 5 - 7% FY26 Adjusted Operating income margin (b) Operating income margin % (GAAP) 18 - 19% Adjusted Operating income margin % (Non-GAAP) 20 - 21% FY26 Adjusted earnings per share growth rate (c) Diluted earnings per share (GAAP) 13 - 18% Adjusted earnings per share (Non-GAAP) 8 - 12% (Unaudited) (a) Based on forward rates as of July 2025. (b) Adjusted Operating income margin guidance (Non-GAAP) is adjusted to exclude the approximately $200 million impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and Restructuring and Other Related Costs. (c) Adjusted earnings per share growth guidance (Non-GAAP) is adjusted to exclude the approximately $1.30 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and Restructuring and Other Related Costs, and is calculated using diluted shares outstanding. Reconciliation of GAAP to Non-GAAP Measures: Fiscal Year 2026 guidance
Broadridge Fiscal Fourth Quarter 2025 Earnings Conference Call Contacts W. Edings Thibault Sean Silva broadridgeir@broadridge.com Live Call Information Date: August 5, 2025 Start Time: 8:30 A.M. ET Toll-Free: 1-877-328-2502 International: 1-412-317-5419 Webcast: broadridge-ir.com Replay Options Online replay available at broadridge-ir.com Telephone replay available through August 12, 2025 Domestic Dial-In: 1-877-344-7529 Access Code: 3447483 International Toll Dial-In: 1-412-317-0088 Passcode: 3447483 Click here for dial-ins by country