Broadridge Financial Solutions, Inc 8-K, filed Jan 31, 2025
Broadridge Financial Solutions, Inc. (BR)
8-K
2025-01-31
For: 2025-01-31
View Original
Added on
April 04, 2026
About this 8-K
Broadridge Financial Solutions, Inc filed this 8-K on January 31, 2025.
Items reported
- Item 2.02: Financial results
- 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): January 31, 2025
------------
(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 January 31, 2025, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release (“Press Release”) announcing its financial results for the second quarter of fiscal year 2025 ended December 31, 2024. On January 31, 2025, the Company also posted an Earnings Webcast & Conference Call Presentation (the “Earnings Presentation”), dated January 31, 2025, on the Company’s Investor Relations website at www.broadridge-ir.com.
Copies of the Press Release and Earnings Presentation are being furnished as Exhibits 99.1 and 99.2, attached hereto, respectively, and are incorporated herein by reference. The information furnished pursuant to Items 2.02 and 9.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This current report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “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, 2024 filed with the Securities and Exchange Commission
on August 6, 2024 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: January 31, 2025
| BROADRIDGE FINANCIAL SOLUTIONS, INC. | |||||||||||||||||
| By: | /s/ Ashima Ghei | ||||||||||||||||
| Ashima Ghei | |||||||||||||||||
| Corporate Vice President and | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
EXHIBIT 99.1
Broadridge Reports Second Quarter Fiscal 2025 Results
Recurring revenues grew 9%; up 9% constant currency
Diluted EPS grew 103% to $1.20 and Adjusted EPS grew 70% to $1.56
Reaffirming FY’25 guidance, including 6-8% Recurring revenue growth constant currency,
8-12% Adjusted EPS growth, and Closed sales of $290 - $330 million
8-12% Adjusted EPS growth, and Closed sales of $290 - $330 million
NEW YORK, N.Y., January 31, 2025 - Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the second quarter ended December 31, 2024 of its fiscal year 2025. Results compared with the same period last year were as follows:
| Summary Financial Results | Second Quarter | Six Months | |||||||||||||||||||||
Dollars in millions, except per share data | 2025 | 2024 | Change | 2024 | 2023 | Change | |||||||||||||||||
| Recurring revenues | $980 | $899 | 9 | % | $1,880 | $1,770 | 6 | % | |||||||||||||||
| Constant currency growth (Non-GAAP) | 9 | % | 6 | % | |||||||||||||||||||
| Total revenues | $1,589 | $1,405 | 13 | % | $3,012 | $2,836 | 6 | % | |||||||||||||||
| Operating income | $211 | $124 | 69 | % | $345 | $273 | 27 | % | |||||||||||||||
| Margin | 13.3 | % | 8.9 | % | 11.5 | % | 9.6 | % | |||||||||||||||
| Adjusted Operating income (Non-GAAP) | $263 | $174 | 51 | % | $448 | $374 | 20 | % | |||||||||||||||
| Margin (Non-GAAP) | 16.6 | % | 12.4 | % | 14.9 | % | 13.2 | % | |||||||||||||||
| Diluted EPS | $1.20 | $0.59 | 103 | % | $1.88 | $1.35 | 39 | % | |||||||||||||||
| Adjusted EPS (Non-GAAP) | $1.56 | $0.92 | 70 | % | $2.56 | $2.01 | 27 | % | |||||||||||||||
| Closed sales | $46 | $58 | (21 | %) | $103 | $106 | (2 | %) | |||||||||||||||
“Broadridge delivered strong second quarter results, including 9% Recurring revenue growth constant currency, record event-driven revenues, and 70% Adjusted EPS growth to $1.56,” said Tim Gokey, Broadridge CEO. “Our Recurring revenue growth was driven by a combination of 7% organic growth and our acquisition of SIS.
“Broadridge is executing on our long-term growth strategy to democratize and digitize investing, simplify and innovate trading, and modernize wealth management. Our strong organic growth continues to be powered by long-term trends, including increasing investor participation, and by the conversion of our record sales backlog,” he continued.
“We are reaffirming our fiscal 2025 guidance, including 6-8% Recurring revenue growth constant currency, 8-12% Adjusted EPS growth, and Closed sales of $290 - $330 million. Our outlook for strong fiscal year 2025 results keeps us on track to deliver on the three-year growth objectives from our December 2023 Investor Day,” Mr. Gokey concluded.
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Fiscal Year 2025 Financial Guidance
| FY’25 Guidance | Updates | ||||||||||
| Recurring revenue growth constant currency (Non-GAAP) | 6 - 8% | No Change | |||||||||
| Adjusted Operating income margin (Non-GAAP) | ~20% | No Change | |||||||||
| Adjusted Earnings per share growth (Non-GAAP) | 8 - 12% | No Change | |||||||||
| Closed sales | $290 - $330M | No Change | |||||||||
Financial Results for Second Quarter Fiscal Year 2025 compared to Second Quarter Fiscal Year 2024
•Total revenues increased 13% to $1,589 million from $1,405 million.
◦Recurring revenues increased $81 million, or 9%, to $980 million. Recurring revenue growth constant currency (Non-GAAP) was 9%, driven by Net New Business in ICS and Internal Growth and Acquisitions in GTO.
◦Event-driven revenues increased $69 million, or 126%, to $125 million, driven by a higher volume of mutual fund communications.
◦Distribution revenues increased $34 million, or 7%, to $484 million, driven by the postage rate increase of approximately $30 million.
•Operating income was $211 million, an increase of $86 million, or 69%. Operating income margin increased to 13.3%, compared to 8.9% for the prior year period, primarily due to higher Recurring and event-driven revenues.
◦Adjusted Operating income was $263 million, an increase of $89 million, or 51%. Adjusted Operating income margin was 16.6% compared to 12.4% for the prior year period. The combination of higher distribution revenue and higher float income had an immaterial impact on the change in margin.
•Interest expense, net was $33 million, a decrease of $4 million, primarily due to a decrease in interest expense from lower average borrowing rates.
•The effective tax rate was 19.1% compared to 19.9% in the prior year period. The change in effective tax rate for the three months ended December 31, 2024 was primarily driven by an increase in discrete tax benefits inclusive of excess tax benefit related to equity compensation.
•Net earnings increased 103% to $142 million and Adjusted Net earnings increased 68% to $184 million.
◦Diluted earnings per share increased 103% to $1.20, compared to $0.59 in the prior year period, and
◦Adjusted earnings per share increased 70% to $1.56, compared to $0.92 in the prior year period.
Segment and Other Results for Second Quarter Fiscal Year 2025 compared to Second Quarter Fiscal Year 2024
Investor Communication Solutions (“ICS”)
•Total revenues were $1,149 million, an increase of $150 million, or 15%.
◦Recurring revenues increased $47 million, or 9%, to $540 million. Recurring revenue growth constant currency (Non-GAAP) was 9%, driven by Net New Business and Internal Growth.
◦By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:
▪Regulatory rose 8% and 8%, respectively, which included the impact of equity position growth of 11% and mutual fund/ETF position growth of 5%.
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▪Data-driven fund solutions rose 9% and 8%, respectively, driven by growth in our global distribution insights and retirement and workplace products.
▪Issuer rose 18% and 18%, respectively, driven by growth in disclosure solutions and shareholder engagement solutions.
▪Customer communications rose 10% and 10%, respectively, driven by growth in print revenues and digital communications.
◦Event-driven revenues increased $69 million, or 126%, to $125 million, driven by higher volume of mutual fund communications.
◦Distribution revenues increased $34 million, or 7%, to $484 million, primarily driven by the postage rate increase of approximately $30 million.
•Earnings before income taxes increased by $78 million, or 82%, to $174 million, from higher Recurring and event-driven revenues. Operating expenses rose 8%, or $71 million, to $975 million driven by the impact of the postage rate increase and higher volume related expenses.
•Pre-tax margins increased to 15.1% from 9.6% in the prior period.
Global Technology and Operations (“GTO”)
•Recurring revenues were $440 million, an increase of $35 million, or 9%. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by 4pts of organic growth and 4pts from the acquisition of SIS.
•By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Capital Markets rose 6% and 6%, respectively, driven by revenue from new sales and internal growth. Internal Growth benefited from higher trading volumes.
◦Wealth and Investment Management rose 12% and 12%, respectively, driven by 2pts of organic growth and 11pts from the SIS acquisition. Organic growth was negatively impacted by 4pts due to a large client loss during the prior year period.
•Earnings before income taxes were $50 million, an increase of $10 million, or 26%, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.
•Pre-tax margins increased to 11.3% from 9.7%.
Other
•Loss before income taxes was relatively flat at $48 million compared to $47 million in the prior year period.
Financial Results for the Six Months Fiscal Year 2025 compared to the Six Months Fiscal Year 2024
•Total revenues increased 6% to $3,012 million from $2,836 million.
◦Recurring revenues increased $110 million, or 6%, to $1,880 million. Recurring revenue growth constant currency (Non-GAAP) was 6%, driven by organic growth in ICS and GTO and acquisitions in GTO.
◦Event-driven revenues increased $45 million, or 32%, to $188 million, driven by higher volume of mutual fund communications.
◦Distribution revenues increased $20 million, or 2%, to $944 million, driven by the postage rate increase of approximately $54 million partially offset by lower print and mail volumes.
•Operating income was $345 million, an increase of $72 million, or 27%. Operating income margin increased to 11.5%, compared to 9.6% for the prior year period, primarily due to higher Recurring and event-driven revenues.
◦Adjusted Operating income was $448 million, an increase of $74 million, or 20%. Adjusted Operating income margin was 14.9% compared to 13.2% for the prior year period. The combination of higher distribution revenue and higher float income negatively impacted margins by 20 basis points.
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•Interest expense, net was $65 million, a decrease of $5 million, primarily due to a decrease in interest expense from lower average borrowing rates.
•The effective tax rate was 19.6% compared to 19.7% in the prior year period. The change in effective tax rate for the six months ended December 31, 2024 was primarily driven by an increase in discrete tax benefits inclusive of excess tax benefit related to equity compensation.
•Net earnings increased 38% to $222 million and Adjusted Net earnings increased 27% to $303 million.
◦Diluted earnings per share increased 39% to $1.88, compared to $1.35 in the prior year period, and
◦Adjusted earnings per share increased 27% to $2.56, compared to $2.01 in the prior year period.
Segment and Other Results for Six Months Fiscal Year 2025 compared to Six Months Fiscal Year 2024
Investor Communication Solutions (“ICS”)
•Total revenues were $2,165 million, an increase of $137 million, or 7%.
◦Recurring revenues increased $71 million, or 7%, to $1,033 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by Net New Business and Internal Growth.
◦By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:
▪Regulatory rose 7% and 7%, respectively, which included the impact of equity position growth of 8% and mutual fund/ETF position growth of 8%.
▪Data-driven fund solutions rose 7% and 7%, respectively, driven primarily by growth in our retirement and workplace products and global distribution insights.
▪Issuer rose 13% and 13%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions products.
▪Customer communications rose 7% and 7%, respectively, driven by growth in print revenues and digital communications.
◦Event-driven revenues increased $45 million, or 32%, to $188 million, driven by a higher volume of mutual fund communications.
◦Distribution revenues increased $20 million, or 2%, to $944 million, driven by the postage rate increase of approximately $54 million partially offset by lower mail volumes.
•Earnings before income taxes increased by $60 million, or 28%, to $271 million from higher Recurring and event-driven revenues. Operating expenses rose 4%, or $77 million, to $1,894 million driven by the impact of the postage rate increase and higher volume related expenses.
•Pre-tax margins increased to 12.5% from 10.4% in the prior period.
Global Technology and Operations (“GTO”)
•Recurring revenues were $847 million, an increase of $39 million, or 5%. Recurring revenue growth constant currency (Non-GAAP) was 5%, driven by 3pts of organic growth and 2pts from the acquisition of SIS.
•By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Capital Markets rose 6% and 6%, respectively, driven by revenue from new sales and Internal Growth. Internal Growth benefited from higher trading volumes.
◦Wealth and Investment Management rose 3% and 4%, respectively, as 5pts from the SIS acquisition more than offset an organic revenue decline of 1pt. Organic growth was negatively impacted by 7pts due to a large client loss during the prior year period.
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•Earnings before income taxes were $97 million, an increase of $24 million, or 33% as higher revenues more than offset higher expenses, including those related to the acquisition of SIS.
•Pre-tax margins increased to 11.5% from 9.0%.
Other
•Loss before income tax increased to $91 million from $83 million in the prior year period, primarily due to higher compensation and acquisition related expenses, which more than offset a decline in net interest expense.
Acquisition of SIS
On November 1, 2024, the Company completed the acquisition of Kyndryl’s Securities Industry Services (“SIS”) business to provide wealth management, capital markets, and information technology solutions in Canada, expanding the Company’s product offerings in the GTO reportable segment. The total purchase price, translated to U.S. dollars, was approximately $185 million.
Earnings Conference Call
An analyst conference call will be held today, January 31, 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 February 7, 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 1423455 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, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.
The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.
Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share
These Non-GAAP measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items:
(i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company’s acquisition activities
(ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company’s acquisition activities.
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We exclude Acquisition and Integration Costs from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.
We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
Free cash flow
In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures as well as Software purchases and capitalized internal use software.
Recurring revenue growth constant currency
As a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. The exclusion of the impact of foreign currency exchange fluctuations from our Recurring revenue growth, or what we refer to as amounts expressed “on a constant currency basis,” is a Non-GAAP measure. We believe that excluding the impact of foreign currency exchange fluctuations from our Recurring revenue growth provides additional information that enables enhanced comparison to prior periods.
Changes in Recurring revenue growth expressed on a constant currency basis are presented excluding the impact of foreign currency exchange fluctuations. To present this information, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year.
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 2025 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, 2024 (the “2024 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 2024 Annual Report.
These risks include:
•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
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•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.
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 U.S. $10 trillion of equities, fixed income and other securities globally. A certified Great Place to Work®, Broadridge is a part of the S&P 500® Index, employing over 14,000 associates in 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)
(Unaudited)
| In millions, except per share amounts | Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Revenues | $ | 1,589.2 | $ | 1,405.0 | $ | 3,012.1 | $ | 2,836.0 | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Cost of revenues | 1,145.8 | 1,057.2 | 2,220.8 | 2,132.5 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 232.8 | 223.4 | 446.1 | 430.8 | ||||||||||||||||||||||
| Total operating expenses | 1,378.5 | 1,280.6 | 2,667.0 | 2,563.2 | ||||||||||||||||||||||
| Operating income | 210.7 | 124.4 | 345.1 | 272.8 | ||||||||||||||||||||||
| Interest expense, net | (32.7) | (36.3) | (65.0) | (69.7) | ||||||||||||||||||||||
| Other non-operating income (expenses), net | (1.9) | (0.4) | (3.8) | (2.6) | ||||||||||||||||||||||
| Earnings before income taxes | 176.0 | 87.6 | 276.3 | 200.5 | ||||||||||||||||||||||
| Provision for income taxes | 33.6 | 17.4 | 54.1 | 39.4 | ||||||||||||||||||||||
| Net earnings | $ | 142.4 | $ | 70.3 | $ | 222.2 | $ | 161.2 | ||||||||||||||||||
| Basic earnings per share | $ | 1.22 | $ | 0.60 | $ | 1.90 | $ | 1.37 | ||||||||||||||||||
| Diluted earnings per share | $ | 1.20 | $ | 0.59 | $ | 1.88 | $ | 1.35 | ||||||||||||||||||
| Weighted-average shares outstanding: | ||||||||||||||||||||||||||
| Basic | 117.1 | 117.7 | 117.0 | 117.8 | ||||||||||||||||||||||
| Diluted | 118.3 | 119.1 | 118.2 | 119.1 | ||||||||||||||||||||||
Amounts may not sum due to rounding.
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Condensed Consolidated Balance Sheets
(Unaudited)
In millions, except per share amounts | December 31, 2024 | June 30, 2024 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 289.9 | $ | 304.4 | |||||||||||||
Accounts receivable, net of allowance for doubtful accounts of $12.7 and $9.7, respectively | 1,040.3 | 1,065.6 | |||||||||||||||
| Other current assets | 178.2 | 170.9 | |||||||||||||||
| Total current assets | 1,508.4 | 1,540.9 | |||||||||||||||
| Property, plant and equipment, net | 159.2 | 162.2 | |||||||||||||||
| Goodwill | 3,494.9 | 3,469.4 | |||||||||||||||
| Intangible assets, net | 1,346.0 | 1,307.2 | |||||||||||||||
| Deferred client conversion and start-up costs | 863.8 | 892.1 | |||||||||||||||
| Other non-current assets | 858.3 | 870.6 | |||||||||||||||
| Total assets | $ | 8,230.6 | $ | 8,242.4 | |||||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Payables and accrued expenses | $ | 888.6 | $ | 1,194.4 | |||||||||||||
| Contract liabilities | 225.7 | 227.4 | |||||||||||||||
| Total current liabilities | 1,114.3 | 1,421.8 | |||||||||||||||
| Long-term debt | 3,655.6 | 3,355.1 | |||||||||||||||
| Deferred taxes | 245.9 | 277.3 | |||||||||||||||
| Contract liabilities | 447.0 | 469.2 | |||||||||||||||
| Other non-current liabilities | 539.5 | 550.9 | |||||||||||||||
| Total liabilities | 6,002.3 | 6,074.2 | |||||||||||||||
| 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, 117.0 and 116.7 shares, respectively | 1.6 | 1.6 | |||||||||||||||
| Additional paid-in capital | 1,609.4 | 1,552.5 | |||||||||||||||
| Retained earnings | 3,451.4 | 3,435.1 | |||||||||||||||
Treasury stock, at cost: 37.4 and 37.8 shares, respectively | (2,483.0) | (2,489.2) | |||||||||||||||
| Accumulated other comprehensive income (loss) | (351.1) | (331.7) | |||||||||||||||
| Total stockholders’ equity | 2,228.3 | 2,168.2 | |||||||||||||||
| Total liabilities and stockholders’ equity | $ | 8,230.6 | $ | 8,242.4 | |||||||||||||
Amounts may not sum due to rounding.
9
Condensed Consolidated Statements of Cash Flows
(Unaudited)
In millions | Six Months Ended December 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net earnings | $ | 222.2 | $ | 161.2 | |||||||
| Adjustments to reconcile net earnings to net cash flows from operating activities: | |||||||||||
| Depreciation and amortization | 65.1 | 59.1 | |||||||||
| Amortization of acquired intangibles and purchased intellectual property | 97.7 | 100.7 | |||||||||
| Amortization of other assets | 85.9 | 77.7 | |||||||||
| Write-down of long-lived assets and related charges | 2.3 | 7.6 | |||||||||
| Stock-based compensation expense | 36.6 | 36.9 | |||||||||
| Deferred income taxes | (32.2) | (39.2) | |||||||||
| Other | (13.0) | (23.9) | |||||||||
| Changes in operating assets and liabilities, net of assets and liabilities acquired: | |||||||||||
| Accounts receivable, net | 41.9 | 106.6 | |||||||||
| Other current assets | (6.2) | (23.6) | |||||||||
| Payables and accrued expenses | (346.3) | (261.2) | |||||||||
| Contract liabilities | 18.0 | 21.1 | |||||||||
| Other non-current assets | (60.4) | (96.7) | |||||||||
| Other non-current liabilities | (0.3) | 1.4 | |||||||||
| Net cash flows from operating activities | 111.2 | 127.8 | |||||||||
| Cash Flows From Investing Activities | |||||||||||
| Capital expenditures | (16.7) | (16.8) | |||||||||
| Software purchases and capitalized internal use software | (38.2) | (19.6) | |||||||||
| Acquisitions, net of cash acquired | (193.5) | — | |||||||||
| Other investing activities | (2.0) | — | |||||||||
| Net cash flows from investing activities | (250.4) | (36.4) | |||||||||
| Cash Flows From Financing Activities | |||||||||||
| Debt proceeds | 740.3 | 622.7 | |||||||||
| Debt repayments | (437.3) | (382.7) | |||||||||
| Dividends paid | (196.2) | (179.7) | |||||||||
| Purchases of Treasury stock | (3.9) | (161.5) | |||||||||
| Proceeds from exercise of stock options | 30.6 | 44.8 | |||||||||
| Other financing activities | (5.9) | (9.8) | |||||||||
| Net cash flows from financing activities | 127.7 | (66.2) | |||||||||
| Effect of exchange rate changes on Cash and cash equivalents | (3.0) | (0.4) | |||||||||
| Net change in Cash and cash equivalents | (14.5) | 24.7 | |||||||||
| Cash and cash equivalents, beginning of period | 304.4 | 252.3 | |||||||||
| Cash and cash equivalents, end of period | $ | 289.9 | $ | 277.0 | |||||||
Amounts may not sum due to rounding.
10
Segment Results
(Unaudited)
| In millions | Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Investor Communication Solutions | $ | 1,149.2 | $ | 999.5 | $ | 2,164.8 | $ | 2,028.2 | |||||||||||||||
| Global Technology and Operations | 440.0 | 405.4 | 847.2 | 807.9 | |||||||||||||||||||
| Total | $ | 1,589.2 | $ | 1,405.0 | $ | 3,012.1 | $ | 2,836.0 | |||||||||||||||
| Earnings before Income Taxes | |||||||||||||||||||||||
| Investor Communication Solutions | $ | 174.1 | $ | 95.8 | $ | 270.6 | $ | 211.0 | |||||||||||||||
| Global Technology and Operations | 49.7 | 39.3 | 97.1 | 73.0 | |||||||||||||||||||
| Other | (47.7) | (47.5) | (91.4) | (83.5) | |||||||||||||||||||
| Total | $ | 176.0 | $ | 87.6 | $ | 276.3 | $ | 200.5 | |||||||||||||||
| Pre-tax margins: | |||||||||||||||||||||||
| Investor Communication Solutions | 15.1 | % | 9.6 | % | 12.5 | % | 10.4 | % | |||||||||||||||
| Global Technology and Operations | 11.3 | % | 9.7 | % | 11.5 | % | 9.0 | % | |||||||||||||||
| Amortization of acquired intangibles and purchased intellectual property | |||||||||||||||||||||||
| Investor Communication Solutions | $ | 10.9 | $ | 11.4 | $ | 22.5 | $ | 22.8 | |||||||||||||||
| Global Technology and Operations | 38.6 | 38.5 | 75.2 | 77.9 | |||||||||||||||||||
| Total | $ | 49.5 | $ | 49.9 | $ | 97.7 | $ | 100.7 | |||||||||||||||
Amounts may not sum due to rounding.
11
Supplemental Reporting Detail - Additional Product Line Reporting
(Unaudited)
| In millions | Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||||||||||
| 2024 | 2023 | % Change | 2024 | 2023 | % Change | ||||||||||||||||||||||||||||||
| Investor Communication Solutions | |||||||||||||||||||||||||||||||||||
Regulatory | $ | 210.5 | $ | 194.7 | 8 | % | $ | 400.4 | $ | 374.1 | 7 | % | |||||||||||||||||||||||
Data-driven fund solutions | 114.5 | 105.3 | 9 | % | 222.5 | 207.1 | 7 | % | |||||||||||||||||||||||||||
Issuer | 36.0 | 30.6 | 18 | % | 66.9 | 59.2 | 13 | % | |||||||||||||||||||||||||||
Customer communications | 179.2 | 162.7 | 10 | % | 343.4 | 321.8 | 7 | % | |||||||||||||||||||||||||||
| Total ICS Recurring revenues | 540.2 | 493.4 | 9 | % | 1,033.2 | 962.2 | 7 | % | |||||||||||||||||||||||||||
| Equity and other | 24.6 | 22.1 | 11 | % | 45.8 | 62.9 | (27 | %) | |||||||||||||||||||||||||||
| Mutual funds | 99.9 | 33.1 | 202 | % | 141.9 | 79.2 | 79 | % | |||||||||||||||||||||||||||
| Total ICS Event-driven revenues | 124.6 | 55.2 | 126 | % | 187.6 | 142.1 | 32 | % | |||||||||||||||||||||||||||
| Distribution revenues | 484.5 | 450.9 | 7 | % | 944.0 | 923.9 | 2 | % | |||||||||||||||||||||||||||
| Total ICS Revenues | $ | 1,149.2 | $ | 999.5 | 15 | % | $ | 2,164.8 | $ | 2,028.2 | 7 | % | |||||||||||||||||||||||
| Global Technology and Operations | |||||||||||||||||||||||||||||||||||
Capital markets | $ | 279.4 | $ | 262.4 | 6 | % | $ | 540.4 | $ | 510.9 | 6 | % | |||||||||||||||||||||||
Wealth and investment management | 160.6 | 143.0 | 12 | % | 306.8 | 296.9 | 3 | % | |||||||||||||||||||||||||||
| Total GTO Recurring revenues | 440.0 | 405.4 | 9 | % | 847.2 | 807.9 | 5 | % | |||||||||||||||||||||||||||
| Total Revenues | $ | 1,589.2 | $ | 1,405.0 | 13 | % | $ | 3,012.1 | $ | 2,836.0 | 6 | % | |||||||||||||||||||||||
| Revenues by Type | |||||||||||||||||||||||||||||||||||
| Recurring revenues | $ | 980.2 | $ | 898.8 | 9 | % | $ | 1,880.5 | $ | 1,770.0 | 6 | % | |||||||||||||||||||||||
| Event-driven revenues | 124.6 | 55.2 | 126 | % | 187.6 | 142.1 | 32 | % | |||||||||||||||||||||||||||
| Distribution revenues | 484.5 | 450.9 | 7 | % | 944.0 | 923.9 | 2 | % | |||||||||||||||||||||||||||
| Total Revenues | $ | 1,589.2 | $ | 1,405.0 | 13 | % | $ | 3,012.1 | $ | 2,836.0 | 6 | % | |||||||||||||||||||||||
Amounts may not sum due to rounding.
12
Select Operating Metrics
(Unaudited)
| In millions | Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change | 2024 | 2023 | Change | ||||||||||||||||||||||||||||||
| Closed sales (a) | $ | 45.7 | $ | 58.0 | (21) | % | $ | 103.2 | $ | 105.6 | (2) | % | |||||||||||||||||||||||
| Record Growth (b) | |||||||||||||||||||||||||||||||||||
| Equity positions (Stock records) | 11 | % | 6 | % | 8 | % | 7 | % | |||||||||||||||||||||||||||
| Mutual fund/ETF positions (Interim records) | 5 | % | 5 | % | 8 | % | 3 | % | |||||||||||||||||||||||||||
| Internal Trade Growth (c) | 13 | % | 12 | % | 12 | % | 13 | % | |||||||||||||||||||||||||||
| Amounts may not sum due to rounding. | |||||||||||||||||||||||||||||||||||
(a) Refer to the “Results of Operations” section of Broadridge’s Form 10-Q for a description of Closed sales and its calculation.
(b) Record Growth is comprised of stock record growth and interim record growth. Stock record growth (also referred to as ”SRG” or “equity position growth”) measures the estimated annual change in positions eligible for equity proxy materials. Interim record growth (also referred to as “IRG” or “mutual fund/ETF position growth”) measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.
(c) 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.
13
Reconciliation of Non-GAAP to GAAP Measures
(Unaudited)
| In millions, except per share amounts | Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Reconciliation of Adjusted Operating Income | |||||||||||||||||||||||
| Operating income (GAAP) | $ | 210.7 | $ | 124.4 | $ | 345.1 | $ | 272.8 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Amortization of Acquired Intangibles and Purchased Intellectual Property | 49.5 | 49.9 | 97.7 | 100.7 | |||||||||||||||||||
| Acquisition and Integration Costs | 3.1 | 0.2 | 5.3 | 0.2 | |||||||||||||||||||
| Adjusted Operating income (Non-GAAP) | $ | 263.3 | $ | 174.5 | $ | 448.1 | $ | 373.7 | |||||||||||||||
| Operating income margin (GAAP) | 13.3% | 8.9% | 11.5% | 9.6% | |||||||||||||||||||
| Adjusted Operating income margin (Non-GAAP) | 16.6% | 12.4% | 14.9% | 13.2% | |||||||||||||||||||
| Reconciliation of Adjusted Net earnings | |||||||||||||||||||||||
| Net earnings (GAAP) | $ | 142.4 | $ | 70.3 | $ | 222.2 | $ | 161.2 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Amortization of Acquired Intangibles and Purchased Intellectual Property | 49.5 | 49.9 | 97.7 | 100.7 | |||||||||||||||||||
| Acquisition and Integration Costs | 3.1 | 0.2 | 5.3 | 0.2 | |||||||||||||||||||
| Subtotal of adjustments | 52.6 | 50.1 | 103.0 | 100.9 | |||||||||||||||||||
| Tax impact of adjustments (a) | (10.7) | (10.8) | (22.5) | (22.9) | |||||||||||||||||||
| Adjusted Net earnings (Non-GAAP) | $ | 184.4 | $ | 109.6 | $ | 302.7 | $ | 239.2 | |||||||||||||||
| Reconciliation of Adjusted EPS | |||||||||||||||||||||||
| Diluted earnings per share (GAAP) | $ | 1.20 | $ | 0.59 | $ | 1.88 | $ | 1.35 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Amortization of Acquired Intangibles and Purchased Intellectual Property | 0.42 | 0.42 | 0.83 | 0.85 | |||||||||||||||||||
| Acquisition and Integration Costs | 0.03 | — | 0.04 | — | |||||||||||||||||||
| Subtotal of adjustments | 0.44 | 0.42 | 0.87 | 0.85 | |||||||||||||||||||
| Tax impact of adjustments (a) | (0.09) | (0.09) | (0.19) | (0.19) | |||||||||||||||||||
| Adjusted earnings per share (Non-GAAP) | $ | 1.56 | $ | 0.92 | $ | 2.56 | $ | 2.01 | |||||||||||||||
(a) Calculated using the GAAP effective tax rate, adjusted to exclude $3.2 million and $6.3 million of excess tax benefits associated with stock-based compensation for the three and six months ended December 31, 2024, respectively, and $1.2 million and $6.2 million for the three and six months ended December 31, 2023, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.
14
| Six Months Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Reconciliation of Free cash flow | |||||||||||
| Net cash flows from operating activities (GAAP) | $ | 111.2 | $ | 127.8 | |||||||
| Capital expenditures and Software purchases and capitalized internal use software | (54.9) | (36.4) | |||||||||
| Free cash flow (Non-GAAP) | $ | 56.3 | $ | 91.4 | |||||||
| Reconciliation of Recurring Revenue Growth Constant Currency | |||||||||||||||||||||||||||||
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||
| Investor Communication Solutions | Regulatory | Data-Driven Fund Solutions | Issuer | Customer Comms. | Total | ||||||||||||||||||||||||
| Recurring revenue growth (GAAP) | 8 | % | 9 | % | 18 | % | 10 | % | 9 | % | |||||||||||||||||||
| Impact of foreign currency exchange | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||||
| Recurring revenue growth constant currency (Non-GAAP) | 8 | % | 8 | % | 18 | % | 10 | % | 9 | % | |||||||||||||||||||
| Three Months Ended December 31, 2024 | |||||||||||||||||
| Global Technology and Operations | Capital Markets | Wealth and Investment Management | Total | ||||||||||||||
| Recurring revenue growth (GAAP) | 6 | % | 12 | % | 9 | % | |||||||||||
| Impact of foreign currency exchange | (1 | %) | 0 | % | 0 | % | |||||||||||
| Recurring revenue growth constant currency (Non-GAAP) | 6 | % | 12 | % | 8 | % | |||||||||||
| Three Months Ended December 31, 2024 | |||||
| Consolidated | Total | ||||
| Recurring revenue growth (GAAP) | 9 | % | |||
| Impact of foreign currency exchange | 0 | % | |||
| Recurring revenue growth constant currency (Non-GAAP) | 9 | % | |||
15
| Six Months Ended December 31, 2024 | |||||||||||||||||||||||||||||
| Investor Communication Solutions | Regulatory | Data-Driven Fund Solutions | Issuer | Customer Comms. | Total | ||||||||||||||||||||||||
| Recurring revenue growth (GAAP) | 7 | % | 7 | % | 13 | % | 7 | % | 7 | % | |||||||||||||||||||
| Impact of foreign currency exchange | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||||
| Recurring revenue growth constant currency (Non-GAAP) | 7 | % | 7 | % | 13 | % | 7 | % | 7 | % | |||||||||||||||||||
| Six Months Ended December 31, 2024 | |||||||||||||||||
| Global Technology and Operations | Capital Markets | Wealth and Investment Management | Total | ||||||||||||||
| Recurring revenue growth (GAAP) | 6 | % | 3 | % | 5 | % | |||||||||||
| Impact of foreign currency exchange | 0 | % | 0 | % | 0 | % | |||||||||||
| Recurring revenue growth constant currency (Non-GAAP) | 6 | % | 4 | % | 5 | % | |||||||||||
| Six Months Ended December 31, 2024 | |||||
| Consolidated | Total | ||||
| Recurring revenue growth (GAAP) | 6 | % | |||
| Impact of foreign currency exchange | 0 | % | |||
| Recurring revenue growth constant currency (Non-GAAP) | 6 | % | |||
Amounts may not sum due to rounding.
16
Fiscal Year 2025 Guidance
Reconciliation of Non-GAAP to GAAP Measures
Adjusted Earnings Per Share Growth and Adjusted Operating Income Margin
(Unaudited)
| FY25 Recurring revenue growth | |||||||||||
| Impact of foreign currency exchange (a) | 0% - 0.5% | ||||||||||
| Recurring revenue growth constant currency (Non-GAAP) | 6 - 8% | ||||||||||
| FY25 Adjusted Operating income margin (b) | |||||||||||
| Operating income margin % (GAAP) | ~17% | ||||||||||
| Adjusted Operating income margin % (Non-GAAP) | ~20% | ||||||||||
| FY25 Adjusted earnings per share growth rate (c) | |||||||||||
| Diluted earnings per share (GAAP) | 20 - 25% growth | ||||||||||
| Adjusted earnings per share (Non-GAAP) | 8 - 12% growth | ||||||||||
(a) Based on forward rates as of December 2024.
(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 $1.35 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 Second Quarter 2025 January 31, 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 2025 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, 2024 (the “2024 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 2024 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”), 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 Record Growth, which is comprised of Stock Record Growth (also referred to as “SRG” or “equity position growth”) and Interim Record Growth (also referred to as “IRG” or “mutual fund/ETF position growth”), and Internal Trade Growth (“ITG”). Please refer to Item 2. Management’s Discussion and Analysis of Financial Condition of the 2024 Annual Report for a discussion of Revenues, Recurring revenue, Record 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 Guidance are shown as constant currency (Non- GAAP). Recurring revenue growth percentages for FY’20, 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 delivered strong second quarter results, including 9% Recurring revenue growth constant currency, record event-driven revenue, and 70% Adjusted EPS growth Our growth is being driven by long-term trends and the execution of our strategy to democratize and digitize investing, simplify and innovate capital markets, and modernize wealth management Reaffirming FY’25 guidance including 6-8% Recurring revenue growth constant currency, 8-12% Adjusted EPS growth, and strong Closed sales Outlook for strong fiscal year 2025 results keeps Broadridge on track to deliver on the three-year growth objectives from our December 2023 Investor Day 1 2 3 4
4 Broadridge is executing across Governance, Capital Markets, and Wealth & Investment Management Governance Capital Markets Wealth & Investment Mgmt. $540M +9% YoY $279M +6% YoY $161M +12% YoY Recurring revenue $ in millions. Growth rates in constant currency. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29 Q2’25 Highlights • 9% ICS Recurring revenue growth driven by new sales, highlighting importance of driving innovation and high single digit position growth • Record event-driven revenue highlights key role Broadridge plays in enabling critical investor communications on demand • Capital Markets growth driven by demand for global post trade capabilities and BTCS front office solutions. New solutions aimed at reducing cost and complexity of trade execution highlight breadth of innovation • Wealth business extending award-winning capabilities across North America, driving continued pipeline growth • $103 million in H1’25 Closed sales flat year-over-year. Reaffirming full year sales outlook of $290 - $330M
5 Broadridge delivered strong second quarter financial results We are driving the democratization and digitization of investing, delivering innovation in Capital Markets, and extending our Wealth Management franchise Broadridge remains well-positioned to deliver strong top- and bottom-line results in FY’25 and on track to achieve its three-year financial objectives Our position at the center of financial services and our investments in our business have positioned Broadridge to be the trusted and transformative partner of choice for our clients 1 2 3 4 Broadridge remains well-positioned for long-term growth
6 Summary financial results SECOND QUARTER $ in millions, except per share data 2025 2024 Inc./(Dec.) Recurring revenues $980 $899 9% Total revenues 1,589 1,405 13% Operating income 211 124 69% Adjusted Operating income (Non-GAAP) 263 174 51% Diluted earnings per share $1.20 $0.59 103% Adjusted earnings per share (Non-GAAP) $1.56 $0.92 70% Closed sales $46 $58 (21%) Constant currency growth (Non-GAAP) 9% Adjusted Operating income margin (Non-GAAP) 16.6% 12.4% 420 bps Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29
7 4% 8% 9% 9% 6% 6% 2% 7% FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 Guidance 16% 10% 9% Second quarter 2025 Recurring revenues Q2 RECURRING REVENUES FISCAL YEAR RECURRING REVENUE GROWTH Q2'24 Q2'25 $980 +9% $ in millions; growth in constant currency Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29 Acquisitions Organic growth 6% 6-8% 10%
8 Second quarter 2025 segment Recurring revenues $179 $36 $114 $210 Q2'24 Q2'25 Regulatory Customer Comms. Data-Driven Fund Solutions Issuer 18% 10% 8% 8% ICS RECURRING REVENUES GTO RECURRING REVENUES $540 $ in millions; growth in constant currency +9% +8% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29 $161 $279 Q2'24 Q2'25 Capital Markets Wealth & Investment Management $440 6% 12%
9 6% 5% 7% 3% 11% 5% (1%) 6% 6% 5% Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Key volume drivers: position and trade growth 12% 11% 15% 10% 13% INTERNAL TRADE GROWTH EQUITY & MUTUAL FUND/ETF POSITION GROWTH 1. Q2’24 equity position growth represented 9% of total fiscal year 2024 positions. Q1’24: 6% | Q3’24: 30% | Q4’24: 55% 2. Reflects position growth processed in the same time period of both years. Therefore, quarterly and annual data may not align. 3. 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. ITG 3 FY’23 FY’24 6% 3% 9% 8% 13%4% 10% 10Y Avg. 7% 7% 2 1,2
10 $899 Q2'24 Recurring revenues Closed Sales Client Losses Internal Growth Acquisitions Q2'25 Rec. Rev. Constant Currency FX Q2'25 Recurring revenues RECURRING REVENUE GROWTH CONSTANT CURRENCY WAS 9% Second quarter 2025 Recurring revenue growth drivers ICS $493M 9 pts (2) pts 2 pts 0 pts 9% 0 pts $540M GTO $405M 5 pts (4) Pts 3 pts 4 pts 8% 0 pts $440M 7 pts (3) pts 3 pts 2 pts 9%0 pts9% Organic Growth: 9 pts $ in millions. Pts contribution to growth Organic Growth: 4 pts Organic Growth: 7 pts $980
11 SECOND QUARTER 2025 TOTAL REVENUE GROWTH DRIVERS $55 $67 $76 $125 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 $61M FY’18-FY’24 QUARTERLY AVERAGE Second quarter 2025 Total revenue growth drivers $1,405 Q2'24 Total Revenues Recurring Event-Driven Distribution FX Q2'25 Total Revenues QUARTERLY EVENT-DRIVEN REVENUES 6 pts 5 pts 2 pts 13%0 pt $63 $ in millions. Pts contribution to growth $1,589
12 Operating income margin and Adjusted Operating income margin 17.5% 18.1% 18.7% 19.8% FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 Guidance 13.3% 15.4% 15.6%13.3%8.9% Q2'24 Q2'25 +60 bps +60 bps OPERATING INCOME MARGIN ADJUSTED OPERATING INCOME MARGIN (NON- GAAP) 16.6% +110 bps ~20.0% 12.4% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29 +20 bps Q2’25 OPERATING INCOME FISCAL YEAR OPERATING INCOME 20.0% 13.6%13.8% +40 bps
13 FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 Guidance Closed sales $ in millions $246 H1'24 H1'25 $106 $103 $342 $280 CLOSED SALES $231 $290 – $330 $224
14 85% 84% 48% 90% 102% FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 (E) Free cash flow $ in millions $91 $56 YTD'24 YTD'25 YTD’25 FREE CASH FLOW FISCAL YEAR FREE CASH FLOW CONVERSION 1. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29 2. Free cash flow conversion equals annual Free cash flow divided by Adjusted Net earnings 1 2 95% – 105%
15 $196 FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 (E) M&A Client Platform Investments CapEx and Software SELECT USES OF CASH YTD’25 TOTAL CAPITAL RETURNS Capital allocation $ in millions, except per share data $2.16 $2.30 $2.56 $2.90 $3.20 $3.52 11% 6% 11% 13% 10% 10% DIVIDENDS PER SHARE 2 1. Includes Software purchases and capitalized internal use software 2. Net investments on new client conversions, including development of platform capabilities 1 $4 $55 $193 6 3. Total capital returns include dividends and open market share repurchases net of option proceeds. FY’25 annual dividend amount subject to Board declaration. GROWTH $253$248 $312 3 $781FY’25 YTD Dividends Paid $269
16 Fiscal Year 2025 guidance FY’25 GUIDANCE UPDATES Recurring revenue growth constant currency (Non-GAAP) 6 – 8% No Change Adjusted Operating income margin (Non-GAAP) ~20% No Change Adjusted earnings per share growth (Non-GAAP) 8 – 12% No Change Closed sales $290 – $330M No Change
Appendix
18 Supplemental reporting detail ‒ product line reporting (Unaudited) 2023 2024 2025 Q2% Dollars in millions FY Q1 Q2 Q3 Q4 FY Q1 Q2 YoY Growth Investor Communication Solutions ("ICS") Regulatory $1,141 $179 $195 $345 $477 $1,196 $190 $210 8% Data-driven fund solutions 404 102 105 106 122 435 108 114 9% Issuer 243 29 31 60 141 260 31 36 18% Customer communications 673 159 163 191 171 683 164 179 10% Total ICS Recurring revenues 2,461 469 493 701 910 2,574 493 540 9% Equity and other 117 41 22 46 42 151 21 25 11% Mutual funds 94 46 33 21 34 134 42 100 202% Total ICS Event-driven revenues 211 87 55 67 76 285 63 125 126% Distribution revenues 1,863 473 451 533 542 1,999 460 484 7% Total ICS Revenues $4,536 $1,029 $1,000 $1,301 $1,528 $4,858 $1,016 $1,149 15% Global Technology and Operations (“GTO”) Capital markets $965 $249 $262 $266 $272 $1,049 $261 $279 6% Wealth and investment management 560 154 143 159 143 600 146 161 12% Total GTO Recurring revenues 1,525 402 405 425 416 1,649 407 440 9% Total Revenues $6,061 $1,431 $1,405 $1,726 $1,944 $6,507 $1,423 $1,589 13% Revenues by type Recurring revenues $3,987 $871 $899 $1,126 $1,326 $4,223 $900 $980 9% Event-driven revenues 211 87 55 67 76 285 63 125 126% Distribution revenues 1,863 473 451 533 542 1,999 460 484 7% Total Revenues $6,061 $1,431 $1,405 $1,726 $1,944 $6,507 $1,423 $1,589 13%
19 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
21 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, 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 of 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, and Adjusted Earnings Per Share These Non-GAAP measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items, the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company's acquisition activities. (ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company’s acquisition activities. (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. (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. (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. (x) IBM Private Cloud Charges, which represent a charge on the hardware assets transferred to IBM and other charges related to the IBM Private Cloud Agreement; and (xi) Gain on Sale of a Joint Venture Investment, which represents a non-operating, cash gain on the sale of one of the Company’s joint venture investments.
22 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, Gain on Acquisition-Related Financial Instrument, IBM Private Cloud Charges and Gain on Sale of a Joint Venture Investment 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 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
23 Three Months Ended December 31, 2024 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Communications Total Recurring revenue growth (GAAP) 8% 9% 18% 10% 9% Impact of foreign currency exchange 0% 0% 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 8% 8% 18% 10% 9% Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 6% 12% 9% Impact of foreign currency exchange (1)% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 6% 12% 8% Consolidated Total Recurring revenue growth (GAAP) 9% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 9%
24 (Unaudited) Six Months Ended December 31, 2024 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Communications Total Recurring revenue growth (GAAP) 7% 7% 13% 7% 7% Impact of foreign currency exchange 0% 0% 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 7% 7% 13% 7% 7% Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 6% 3% 5% Impact of foreign currency exchange 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 6% 4% 5% Consolidated Total Recurring revenue growth (GAAP) 6% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 6% Reconciliation of GAAP to Non-GAAP Measures
25 Fiscal Year Ended June 30, 2024 Consolidated Recurring revenue growth (GAAP) 6% Impact of foreign currency exchange 0% Recurring revenue growth constant currency (Non-GAAP) 6% (Unaudited) Fiscal Year Ended June 30, 2023 Consolidated Recurring revenue growth (GAAP) 7% Impact of foreign currency exchange 1% Recurring revenue growth constant currency (Non-GAAP) 9% Reconciliation of GAAP to Non-GAAP Measures
26 (Unaudited) (a) Restructuring and Other Related Costs for the 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. Three Months Ended Dec. 31, Six Months Ended Dec. 31, Fiscal Year Ended June 30, Dollars in millions 2024 2023 2024 2023 2024 2023 2022 2021 2020 Operating income (GAAP) $210.7 $124.4 $345.1 $272.8 $1,017.1 $936.4 $759.9 $678.7 $624.9 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 49.5 49.9 97.7 100.7 200.3 214.4 250.2 153.7 122.9 Acquisition and Integration Costs 3.1 0.2 5.3 0.2 3.9 15.8 24.5 18.1 12.5 Restructuring and other Related Costs (a) — — — — 63.0 20.4 — — — Litigation Settlement Charge — — — — 18.4 — — — — Russia-Related Exit Costs (b) — — — — — 12.1 1.4 — — Real Estate Realignment and Covid-19 Related Expenses (c) — — — — — — 30.5 45.3 2.4 Software Charge — — — — — — — 6.0 — IBM Private Cloud Charges — — — — — — — — 32.0 Adjusted Operating income (Non-GAAP) $263.3 $174.5 $448.1 $373.7 $1,302.8 $1,199.1 $1,066.4 $901.8 $794.8 Operating income margin (GAAP) 13.3% 8.9% 11.5% 9.6% 15.6% 15.4% 13.3% 13.6% 13.8% Adjusted Operating income margin (Non-GAAP) 16.6% 12.4% 14.9% 13.2% 20.0% 19.8% 18.7% 18.1% 17.5% Reconciliation of GAAP to Non-GAAP Measures
27 (a) Restructuring and Other Related Costs for the 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, $29.6 million, and $0.0 million for the fiscal years ended June 30, 2022, 2021, and 2020, respectively. Covid-19 Related Expenses were $7.5 million, $15.7, and $2.4 million for the fiscal years ended June 30 2022, 2021, and 2020, respectively. (d) Calculated using the GAAP effective tax rate, adjusted to exclude $3.2 million and $6.3 million of excess tax benefits associated with stock-based compensation for the three and six months ended December 31, 2024, respectively, and $1.2 million and $6.2 million of excess tax benefits associated with stock based compensation for the three and six months ended December 31, 2023, respectively, and $12.9 million, $10.4 million, $18.1 million, $16.9 million and $15.6 million of excess tax benefits associated with stock-based compensation for the fiscal year ended June 30, 2024, 2023, 2022, 2021, and 2020, respectively. (e) Free cash flow conversion is calculated as Free cash flow divided by Adjusted Net earnings for the given period. (Unaudited) LTM Free cash flow conversion (Non-GAAP) (e) 102 % 90 % 48 % 84 % 85 % Six Months Ended December 31, Fiscal Year Ended June 30, Dollars in millions 2024 2023 2024 2023 2022 2021 2020 Net cash flows from operating activities (GAAP) $ 111.2 $ 127.8 $1,056.2 $823.3 $443.5 $640.1 $598.2 Capital expenditures and Software purchases and capitalized internal use software (54.9) (36.4) (113.0) (75.2) (73.1) (100.7) (98.7) Proceeds from asset sales — — — — — 18.0 — Free cash flow (Non-GAAP) $ 56.3 $91.4 $943.2 $748.2 $370.4 $557.3 $499.5 Three Months Ended December 31, Six Months Ended December 31, Fiscal Year Ended June 30, Dollars in millions 2024 2023 2024 2023 2024 2023 2022 2021 2020 Net earnings (GAAP) $142.4 $70.3 $222.2 $161.2 $698.1 $630.6 $539.1 $547.5 $462.5 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 49.5 49.9 97.7 100.7 200.3 214.4 250.2 153.7 122.9 Acquisition and Integration Costs 3.1 0.2 5.3 0.2 3.9 15.8 24.5 18.1 12.5 Restructuring and Other Related Costs (a) — — — — 63.0 20.4 — — — Litigation Settlement Charges — — — — 18.4 — — — — Russia-Related Exit Costs (b) — — — — — 10.9 1.4 — — Real Estate Realignment and Covid-19 Related Expenses (c) — — — — — — 30.5 45.3 2.4 Investment Gains — — — — — — (14.2) (8.7) — Software Charge — — — — — — — 6.0 — Gain on Acquisition-Related Financial Instrument — — — — — — — (62.1) — IBM Private Cloud Charges — — — — — — — — 32.0 Gain on Sale of a Joint Venture Investment — — — — — — — — (6.5) Subtotal of adjustments 52.6 50.1 103.0 100.9 285.6 261.6 292.3 152.2 163.4 Tax impact of adjustments (d) (10.7) (10.8) (22.5) (22.9) (62.6) (57.5) (65.7) (33.2) (37.4) Adjusted Net earnings (Non-GAAP) $184.4 $109.6 $302.7 $239.2 $921.2 $834.6 $765.7 $666.5 $588.5 Reconciliation of GAAP to Non-GAAP Measures
28 (Unaudited) Three Months Ended December 31, Six Months Ended December 31, Dollars in millions, except per share amounts 2024 2023 2024 2023 Diluted earnings per share (GAAP) $1.20 $0.59 $1.88 $1.35 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 0.42 0.42 0.83 0.85 Acquisition and Integration Costs 0.03 — 0.04 — Subtotal of adjustments 0.44 0.42 0.87 0.85 Tax impact of adjustments (a) (0.09) (0.09) (0.19) (0.19) Adjusted earnings per share (Non-GAAP) $1.56 $0.92 $2.56 $2.01 (a) Calculated using the GAAP effective tax rate, adjusted to exclude $3.2 million and $6.3 million of excess tax benefits associated with stock-based compensation for the three and six months ended December 31, 2024, respectively, and $1.2 million and $6.2 million of excess tax benefits associated with stock based compensation for the three and six months ended December 31, 2023, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis. Reconciliation of GAAP to Non-GAAP Measures
29 Reconciliation of GAAP to Non-GAAP Measures: Fiscal Year 2025 guidance Fiscal Year 2025 FY25 Recurring revenue growth Impact of foreign currency exchange (a) 0% - 0.5% Recurring revenue growth constant currency (Non-GAAP) 6 - 8% FY25 Adjusted Operating income margin (b) Operating income margin % (GAAP) ~17% Adjusted Operating income margin % (Non-GAAP) ~20% FY25 Adjusted earnings per share growth rate (c) Diluted earnings per share (GAAP) 20 - 25% Adjusted earnings per share (Non-GAAP) 8 - 12% (Unaudited) (a) Based on forward rates as of December 2024 (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 $1.35 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, and is calculated using diluted shares outstanding
Broadridge Fiscal Second Quarter 2025 Earnings Conference Call Contacts W. Edings Thibault Sean Silva broadridgeir@broadridge.com Live Call Information Date: January 31, 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 February 7, 2025 Domestic Dial-In: 1-877-344-7529 Access Code: 7370329 International Toll Dial-In: 1-412-317-0088 Passcode: 1423455 Click here for dial-ins by country