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0001383312false00013833122023-05-022023-05-02

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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 2, 2023
------------
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-33220
33-1151291
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)


5 Dakota Drive
Lake Success New York 11042
(Street Address) (City) (State) Zip Code

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

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

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






Item 2.02. Results of Operations and Financial Condition.

On May 2, 2023, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release (“Press Release”) announcing its financial results for the third quarter of fiscal year 2023 ended March 31, 2023. On May 2, 2023, the Company also posted an Earnings Webcast & Conference Call Presentation (the “Earnings Presentation”), dated May 2, 2023, 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. In particular, statements about our fiscal year 2023 performance and 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. You should carefully read the factors described in the “Risk Factors” section of our Form 10-K for the fiscal year ended June 30, 2022 filed with the Securities and Exchange Commission on August 12, 2022 for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements. 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;
•the potential impact and effects of the Covid-19 pandemic (“Covid-19”) on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;
•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.





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.

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.
Dated: May 2, 2023

                    
                         
BROADRIDGE FINANCIAL SOLUTIONS, INC.
By: /s/ Edmund L. Reese
     Edmund L. Reese
Corporate Vice President,
   Chief Financial Officer





EX-99.1 2 ex991earningsrelease3q2023.htm EX-99.1 Document
    
    
EXHIBIT 99.1
brlogorgbblue2017a12a.jpg                            


Broadridge Reports Third Quarter Fiscal 2023 Results
Recurring revenues grew 8%; up 9% constant currency

Diluted EPS grew 12% and Adjusted EPS grew 6%

Expecting FY’23 Recurring revenue growth constant currency at higher end of 6-9% guidance range
Reaffirming FY’23 outlook for continued margin expansion and 7-11% Adjusted EPS growth
NEW YORK, N.Y., May 2, 2023 - Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the third quarter ended March 31, 2023 of its fiscal year 2023. Results compared with the same period last year were as follows:
Summary Financial Results Third Quarter Nine Months
Dollars in millions, except per share data

2023 2022 Change 2023 2022 Change
Recurring revenues $1,082 $1,003 % $2,728 $2,546 %
     Constant currency growth - Non-GAAP % %
Total revenues $1,646 $1,534 % $4,222 $3,986 %
Operating income $287 $246 17  % $482 $418 15  %
     Margin 17.4  % 16.0  % 11.4  % 10.5  %
Adjusted Operating income - Non-GAAP $345 $313 10  % $668 $631 %
     Margin - Non-GAAP 21.0  % 20.4  % 15.8  % 15.8  %
Diluted EPS $1.67 $1.49 12  % $2.58 $2.46 %
Adjusted EPS - Non-GAAP $2.05 $1.93 % $3.81 $3.81  —
Closed sales $62 $57 % $156 $169 (8  %)

“Broadridge delivered strong third quarter results, with 9% growth in recurring revenue constant currency, continued growth in Adjusted EPS, and increasing free cash flow. We continue to benefit from underlying long-term trends, strong execution, and disciplined expense management” said Tim Gokey, Broadridge CEO.
“Broadridge is poised to deliver another year of consistent growth. We now expect Recurring revenue growth constant currency at the higher end of our 6-9% range and are reaffirming our outlook for 7-11% Adjusted EPS growth. Our continued strong performance positions Broadridge to deliver on its three-year growth objectives for the fourth consecutive cycle, with recurring revenue and Adjusted EPS growth at or above the higher end of our target range.”







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Fiscal Year 2023 Financial Guidance
 FY’23 Guidance Updates / Changes
Recurring revenue growth constant currency - Non-GAAP 6 - 9% Higher end
Adjusted Operating income margin - Non-GAAP Increase of ~50 bps No Change
Adjusted earnings per share growth - Non-GAAP 7 - 11% No Change
Closed sales $270 - $310M Near low end
Financial Results for Third Quarter Fiscal Year 2023 compared to Third Quarter Fiscal Year 2022
•Total revenues increased 7% to $1,646 million from $1,534 million.
◦Recurring revenues increased $79 million, or 8%, to $1,082 million. Recurring revenue growth constant currency (Non-GAAP) was 9%, all organic, driven by Net New Business in GTO and ICS and Internal Growth, primarily in our ICS business.
◦Event-driven revenues decreased $7 million, or 12%, to $52 million, primarily due to the decrease in volume of mutual fund proxy communications.
◦Distribution revenues increased $40 million, or 8%, to $512 million, primarily driven by the impact of the postage rate increase of approximately $33 million.
•Operating income was $287 million, an increase of $41 million, or 17%. Operating income margin increased to 17.4%, compared to 16.0% for the prior year period, due to the growth in Recurring revenues and lower amortization expense from acquired intangible assets, more than offsetting lower event-driven revenues.
◦Adjusted Operating income was $345 million, an increase of $32 million, or 10%. The increase was primarily driven by higher Recurring revenues, partially offset by lower event-driven revenues. Adjusted Operating income margin increased to 21.0% compared to 20.4% for the prior year period. The increase in pass through distribution revenues negatively impacted margins by approximately 18 basis points.
•Interest expense, net was $39 million, an increase of $19 million, primarily due to an increase in interest expense from higher borrowing costs, partially offset by savings from the Company’s cross-currency swap transaction.
•The effective tax rate was 20.6% compared to 21.0% in the prior year period. The effective tax rate for the three months ended March 31, 2023 was favorably impacted by higher discrete tax benefits partially offset by a lower excess tax benefit related to equity compensation, as compared to the prior period.
•Net earnings increased 12% to $199 million and Adjusted Net earnings increased 7% to $245 million.
◦Diluted earnings per share increased 12% to $1.67, compared to $1.49 in the prior year period, and
◦Adjusted earnings per share increased 6% to $2.05, compared to $1.93 in the prior year period.
Segment and Other Results for Third Quarter Fiscal Year 2023 compared to Third Quarter Fiscal Year 2022
Investor Communication Solutions (“ICS”)
•ICS total revenues were $1,257 million, an increase of $98 million, or 8%.
◦Recurring revenues increased $65 million or 10%, to $693 million. Recurring revenue growth constant currency (Non-GAAP) was 11%, all organic, driven by Internal Growth and Net New Business.
◦By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:
▪Regulatory rose 8% and 8%, respectively, driven by equity position growth of 10% in the quarter and mutual fund/ETF position growth of 6%; ▪Data-driven fund solutions rose 13% and 14%, respectively, driven by growth in our mutual fund trade processing business;
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▪Issuer rose 25% and 25%, respectively, driven by growth in our registered shareholder solutions and disclosure solutions; and
▪Customer communications rose 10% and 10%, respectively, driven by higher print and digital communications.
◦Event-driven revenues decreased $7 million, or 12%, to $52 million, primarily due to the decrease in volume of mutual fund proxy communications.
◦Distribution revenues increased $40 million, or 8%, to $512 million primarily driven by the impact of the postage rate increase of approximately $33 million.
•ICS earnings before income taxes increased by $36 million, or 16%, to $256 million. The earnings benefit from higher Recurring revenue was partially offset by lower event-driven revenue. Operating expenses rose 7%, or $62 million, to $1,002 million. Amortization expense from acquired intangibles decreased by $3 million to $13 million in the third quarter of fiscal year 2023. Pre-tax margins increased to 20.3% from 19.0%.
Global Technology and Operations (“GTO”)
•GTO Recurring revenues were $388 million, an increase of $14 million, or 4%. Recurring revenue growth constant currency (Non-GAAP) was 7%, all organic, driven by Net New Business and Internal Growth.
•By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Capital markets rose 2% and 5%, respectively, driven primarily by revenue from Net New Business. Internal Growth was flat as the impact of higher Internal Trade Growth was offset by lower license revenue; and
◦Wealth and Investment management rose 7% and 10%, respectively, driven by revenue from Net New Business and Internal Growth.
•GTO earnings before income taxes were $48 million, a decrease of $1 million, or 2%. GTO earnings were impacted by a decline in high margin term license revenue. Pre-tax margins decreased to 12.3% from 13.0%. Amortization expense from acquired intangibles decreased by $5 million to $40 million due to the impact of changes in foreign currency exchange rates and the completion of the amortization period of certain acquired intangibles.
Other
•Other loss before income tax increased to $53 million from $45 million in the prior year period, primarily due to a $19 million increase in net interest expense, partially offset by $5 million in higher net gains on retirement fund investments and lower other compensation related expenses of $4 million.
Financial Results for the Nine Months Fiscal Year 2023 compared to the Nine Months Fiscal Year 2022
•Total revenues increased 6% to $4,222 million from $3,986 million.
◦Recurring revenues increased $182 million, or 7%, to $2,728 million. Recurring revenue growth constant currency (Non-GAAP) was 9%, all organic, driven by Net New Business and Internal Growth in both ICS and GTO.
◦Event-driven revenues decreased $48 million, or 24%, to $152 million, primarily due to the decrease in volume of mutual fund proxy communications.
◦Distribution revenues increased $101 million, or 8%, to $1,342 million, primarily driven by the impact of the postage rate increase of approximately $86 million.
•Operating income was $482 million, an increase of $64 million, or 15%. Operating income margin increased to 11.4%, compared to 10.5% for the prior year period, due to growth in Recurring revenues and lower
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amortization expense from acquired intangible assets more than offsetting lower event-driven revenues, an increase in low-margin distribution revenues, growth investments and other expenses.
◦Adjusted Operating income was $668 million, an increase of $37 million, or 6%. The increase was primarily driven by higher Recurring revenues, partially offset by lower event-driven revenues and growth investments and other spending. Adjusted Operating income margin of 15.8% was unchanged compared to the prior year period. The increase in pass through distribution revenues negatively impacted margins by approximately 40 basis points.
•Interest expense, net was $100 million, an increase of $36 million, primarily due to an increase in interest expense from higher borrowing costs, partially offset by savings from the Company’s cross-currency swap transaction.
•The effective tax rate was 18.8% compared to 17.7% in the prior year period. The increase in the effective tax rate for the nine months ended March 31, 2023 was due to lower discrete tax benefits, attributable to the excess tax benefit related to equity compensation, as compared to the prior period.
•Net earnings increased 5% to $306 million and Adjusted Net earnings increased less than 1% to $453 million.
◦Diluted earnings per share increased 5% to $2.58, compared to $2.46 in the prior year period, and
◦Adjusted earnings per share were unchanged at $3.81, compared to $3.81 in the prior year period.
Segment and Other Results for the Nine Months Fiscal Year 2023 compared to the Nine Months Fiscal Year 2022
Investor Communication Solutions
•ICS total revenues were $3,097 million, an increase of $192 million, or 7%.
◦Recurring revenues increased $138 million, or 9%, to $1,604 million. Recurring revenue growth constant currency (Non-GAAP) was 10%, all organic, 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 10% and mutual fund/ETF position growth of 8%;
▪Data-driven fund solutions rose 11% and 13%, respectively, driven by growth in our mutual fund trade processing business and continued growth in our data and analytics solutions;
▪Issuer rose 20% and 20%, respectively, with growth across all product solutions; and
▪Customer communications rose 10% and 10%, respectively, driven by higher print and digital communications.
◦Event-driven revenues decreased $48 million, or 24%, to $152 million, primarily due to the decrease in volume of mutual fund proxy communications.
◦Distribution revenues increased $101 million, or 8%, to $1,342 million primarily driven by the impact of the postage rate increase of approximately $86 million.
•ICS earnings before income taxes increased $19 million, or 5% to $380 million. The earnings benefit from higher Recurring revenue was offset by lower event-driven revenue. Operating expenses rose 7%, or $173 million, to $2,717 million. Amortization expense from acquired intangibles decreased by $9 million to $44 million in the first nine months of fiscal year 2023. Pre-tax margins decreased to 12.3% from 12.4%.
Global Technology and Operations
•GTO Recurring revenues were $1,125 million, an increase of $44 million, or 4%. Recurring revenue growth constant currency (Non-GAAP) was 8%, all organic, 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:
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◦Capital markets rose 5% and 10%, respectively, driven by the Broadridge Trading and Connectivity Solutions (“BTCS”) business, as well as Net New Business and Internal Growth; and
◦Wealth and Investment management rose 2% and 4%, respectively, driven by revenue from Net New Business.
•GTO earnings before income taxes were $132 million, an increase of $31 million, or 30%. The increase was driven primarily by the $44 million growth in Recurring revenues, partially offset by increased labor costs to support onboarding of new business. Pre-tax margins increased to 11.7% from 9.4%. Amortization expense from acquired intangibles decreased by $20 million to $119 million in the first nine months of fiscal year 2023 period due to the impact of changes in foreign currency exchange rates and the completion of the amortization period of certain acquired intangibles.
Other
•Loss before income taxes was $135 million for the nine months ended March 31, 2023, an increase of $26 million compared to $109 million for the nine months ended March 31, 2022. The increased loss before income taxes was primarily due to a $36 million increase in net interest expense, partially offset by lower corporate expenses.
Change in 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. For additional information, please see the Company’s Form 8-K filed on September 26, 2022.
Earnings Conference Call
An analyst conference call will be held today, May 2, 2023 at 8:30 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the live event and access the slide presentation, visit Broadridge’s Investor Relations website at www.broadridge-ir.com prior to the start of the webcast. To listen to the call, investors may also dial 1-877-328-2502 within the United States and international callers may dial 1-412-317-5419. A replay of the webcast will be available and can be accessed in the same manner as the live webcast at the Broadridge Investor Relations site. Through May 9, 2023, 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 9342976 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
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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, (ii) Acquisition and Integration Costs, (iii) Real Estate Realignment and Covid-19 Related Expenses, (iv) Investment Gain, and (v) Russia-Related Exit Costs. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company’s acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. Real Estate Realignment and Covid-19 Related Expenses are comprised of two major components: Real Estate Realignment Expenses, 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 Expenses 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. Investment Gain represents a non-operating, non-cash gain on a privately held investment. Russia-Related Exit Costs 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.
We exclude Acquisition and Integration Costs, Real Estate Realignment and Covid-19 Related Expenses, the Investment Gain, and Russia-Related Exit 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.
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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 2023 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, 2022 (the “2022 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 2022 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;
•the potential impact and effects of the Covid-19 pandemic (“Covid-19”) on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;
•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.

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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 $5 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. $9 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)

In millions, except per share amounts

Three Months Ended March 31, Nine Months Ended March 31,
2023 2022 2023 2022
Revenues $ 1,645.7  $ 1,533.7  $ 4,221.9  $ 3,986.2 
Operating expenses:
      Cost of revenues 1,137.7  1,077.6  3,116.4  2,970.1 
      Selling, general and administrative expenses 221.2  210.1  623.3  597.9 
      Total operating expenses 1,358.9  1,287.7  3,739.7  3,568.0 
Operating income 286.8  246.0  482.2  418.2 
Interest expense, net (38.5) (20.0) (99.5) (64.0)
Other non-operating income (expenses), net 1.8  (2.7) (5.3) (0.7)
Earnings before income taxes 250.1  223.3  377.4  353.4 
Provision for income taxes 51.6  46.8  70.9  62.4 
Net earnings $ 198.5  $ 176.6  $ 306.5  $ 291.0 
Basic earnings per share $ 1.69  $ 1.51  $ 2.61  $ 2.50 
Diluted earnings per share $ 1.67  $ 1.49  $ 2.58  $ 2.46 
Weighted-average shares outstanding:
      Basic 117.7  116.8  117.6  116.5 
      Diluted 119.1  118.6  118.9  118.5 

Amounts may not sum due to rounding.
9


        
Condensed Consolidated Balance Sheets
(Unaudited)
In millions, except per share amounts


March 31, 2023 June 30,
2022
Assets
Current assets:
Cash and cash equivalents $ 331.6  $ 224.7 
Accounts receivable, net of allowance for doubtful accounts of $6.9 and $6.8, respectively 1,096.2  946.9 
Other current assets 140.4  156.8 
Total current assets 1,568.2  1,328.4 
Property, plant and equipment, net 138.1  150.9 
Goodwill 3,447.2  3,484.9 
Intangible assets, net 892.9  1,077.1 
Deferred client conversion and start-up costs 1,519.6  1,232.3 
Other non-current assets 866.4  895.3 
Total assets $ 8,432.3  $ 8,168.8 
Liabilities and Stockholders’ Equity
Current liabilities:
Payables and accrued expenses $ 958.8  $ 1,114.9 
Contract liabilities 204.2  198.5 
Total current liabilities 1,163.0  1,313.4 
Long-term debt 4,076.6  3,793.0 
Deferred taxes 396.6  446.1 
Contract liabilities 314.0  215.8 
Other non-current liabilities 483.3  481.5 
Total liabilities 6,433.4  6,249.8 
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, 117.7 and 117.3 shares, respectively 1.6  1.6 
Additional paid-in capital 1,424.0  1,344.7 
Retained earnings 2,874.5  2,824.0 
Treasury stock, at cost: 36.7 and 37.2 shares, respectively (2,017.0) (2,024.8)
Accumulated other comprehensive income (loss) (284.2) (226.3)
Total stockholders’ equity 1,998.9  1,919.1 
Total liabilities and stockholders’ equity $ 8,432.3  $ 8,168.8 

Amounts may not sum due to rounding.
10


Condensed Consolidated Statements of Cash Flows
(Unaudited)
In millions


Nine Months Ended 
 March 31,
2023 2022
Cash Flows From Operating Activities
Net earnings $ 306.5  $ 291.0 
Adjustments to reconcile net earnings to net cash flows used in operating activities:
Depreciation and amortization 63.7  62.4 
Amortization of acquired intangibles and purchased intellectual property 162.8  192.0 
Amortization of other assets 95.3  97.6 
Write-down of long-lived assets and related charges 2.7  9.5 
Stock-based compensation expense 57.4  54.8 
Deferred income taxes (49.5) 47.7 
Other (16.5) (17.8)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Current assets and liabilities:
               Increase in Accounts receivable, net (112.2) (134.7)
               (Increase) decrease in Other current assets 15.6  (54.1)
               Decrease in Payables and accrued expenses (180.2) (152.7)
               Increase in Contract liabilities 15.2  36.1 
Non-current assets and liabilities:
               Increase in Other non-current assets (405.7) (515.0)
               Increase in Other non-current liabilities 139.1  69.3 
Net cash flows provided by (used in) operating activities 94.1  (13.9)
Cash Flows From Investing Activities
Capital expenditures (21.4) (21.9)
Software purchases and capitalized internal use software (25.4) (32.5)
Acquisitions, net of cash acquired —  (13.3)
Other investing activities (2.3) (13.2)
Net cash flows used in investing activities (49.1) (81.0)
Cash Flows From Financing Activities
Debt proceeds 750.0  600.0 
Debt repayments (470.0) (320.5)
Dividends paid (245.7) (215.9)
Purchases of Treasury stock (3.7) (2.1)
Proceeds from exercise of stock options 35.1  50.4 
Other financing activities (2.5) (8.2)
Net cash flows provided by financing activities 63.3  103.6 
Effect of exchange rate changes on Cash and cash equivalents (1.4) (6.0)
Net change in Cash and cash equivalents 106.9  2.7 
Cash and cash equivalents, beginning of period 224.7  274.5 
Cash and cash equivalents, end of period $ 331.6  $ 277.2 

Amounts may not sum due to rounding.
11



Segment Results
(Unaudited)
In millions

Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2023 2022 2023 2022
Revenues
Investor Communication Solutions $ 1,257.2  $ 1,159.4  $ 3,097.2  $ 2,905.5 
Global Technology and Operations 388.5  374.3  1,124.6  1,080.7 
Total $ 1,645.7  $ 1,533.7  $ 4,221.9  $ 3,986.2 
Earnings before Income Taxes
Investor Communication Solutions $ 255.5 $ 220.0 $ 380.4 $ 361.2
Global Technology and Operations 47.6 48.6 131.9 101.1
Other (53.1) (45.2) (134.9) (108.8)
Total $ 250.1 $ 223.3 $ 377.4 $ 353.4
Pre-tax margins:
Investor Communication Solutions 20.3  % 19.0  % 12.3  % 12.4  %
Global Technology and Operations 12.3  % 13.0  % 11.7  % 9.4  %
Amortization of acquired intangibles and purchased intellectual property
Investor Communication Solutions $ 13.3  $ 16.0  $ 43.7  $ 53.0 
Global Technology and Operations 39.9  44.8  119.1  139.0 
       Total $ 53.3  $ 60.8  $ 162.8  $ 192.0 
Amounts may not sum due to rounding.






12



Supplemental Reporting Detail - Additional Product Line Reporting
(Unaudited)

In millions

Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2023 2022 % Change 2023 2022 Change
Investor Communication Solutions
Regulatory
$ 345.7  $ 320.9  % $ 697.1  $ 652.6  %
Data-driven fund solutions
102.0  90.2  13  % 290.9  262.0  11  %
Issuer
57.7  46.3  25  % 108.2  90.5  20  %
Customer communications
188.0  171.3  10  % 507.3  460.3  10  %
         Total ICS Recurring revenues 693.5  628.7  10  % 1,603.5  1,465.4  %
Equity and other 29.2  25.0  17  % 83.9  77.1  %
Mutual funds 22.6  33.6  (33  %) 68.2  122.5  (44  %)
         Total ICS Event-driven revenues 51.8  58.6  (12  %) 152.1  199.6  (24  %)
Distribution revenues 511.9  472.1  % 1,341.6  1,240.5  %
Total ICS Revenues $ 1,257.2  $ 1,159.4  % $ 3,097.2  $ 2,905.5  %
Global Technology and Operations
Capital markets
$ 245.8  $ 241.4  % $ 707.8  $ 671.0  %
Wealth and investment management
142.7  133.0  % 416.9  409.7  %
         Total GTO Recurring revenues 388.5  374.3  % 1,124.6  1,080.7  %
         Total Revenues $ 1,645.7  $ 1,533.7  % $ 4,221.9  $ 3,986.2  %
Revenues by Type
Recurring revenues $ 1,082.0  $ 1,003.0  % $ 2,728.2  $ 2,546.1  %
Event-driven revenues 51.8  58.6  (12  %) 152.1  199.6  (24  %)
Distribution revenues 511.9  472.1  % 1,341.6  1,240.5  %
         Total Revenues $ 1,645.7  $ 1,533.7  % $ 4,221.9  $ 3,986.2  %

Amounts may not sum due to rounding.
















13



Select Operating Metrics
(Unaudited)
In millions
Three Months Ended March 31, Nine Months Ended March 31,
2023 2022 % Change 2023 2022 % Change
Closed sales1
$61.6 $57.0 % $156.0 $169.0 (8) %
Record Growth2
Equity positions (Stock records) 10% 17% 10% 21%
Mutual fund/ETF positions (Interim records) 6% 10% 8% 15%
Internal Trade Growth3
1% (6)% 4% (1)%
Amounts may not sum due to rounding.
1Refer to the “Results of Operations” section of Broadridge’s Form 10-Q for a description of Closed sales and its calculation.
2Stock 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.
3Represents 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 
 March 31,
Nine Months Ended March 31,
2023 2022 2023 2022
Reconciliation of Adjusted Operating Income
Operating income (GAAP) $ 286.8 $ 246.0 $ 482.2 $ 418.2
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 53.3  60.8  162.8  192.0 
Acquisition and Integration Costs 3.3 3.1 11.0 13.8
Real Estate Realignment and Covid-19 Related Expenses (a)
3.3 6.8
       Russia-Related Exit Costs (c) 1.5 12.0
Adjusted Operating income (Non-GAAP) $ 344.8 $ 313.3 $ 668.0 $ 630.8
Operating income margin (GAAP) 17.4% 16.0% 11.4% 10.5%
Adjusted Operating income margin (Non-GAAP) 21.0% 20.4% 15.8% 15.8%
Reconciliation of Adjusted Net earnings
Net earnings (GAAP) $ 198.5  $ 176.6  $ 306.5  $ 291.0 
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 53.3  60.8  162.8  192.0 
Acquisition and Integration Costs 3.3  3.1  11.0  13.8 
Real Estate Realignment and Covid-19 Related Expenses (a)
—  3.3  —  6.8 
Investment Gain —  —  —  (7.5)
Russia-Related Exit Costs (c) 1.5  —  10.8  — 
     Subtotal of adjustments 58.0  67.2  184.6  205.1 
Tax impact of adjustments (d) (12.0) (15.4) (38.4) (44.1)
Adjusted Net earnings (Non-GAAP) $ 244.5  $ 228.4  $ 452.7  $ 452.0 
Reconciliation of Adjusted EPS
Diluted earnings per share (GAAP) $ 1.67  $ 1.49  $ 2.58  $ 2.46 
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 0.45  0.51  1.37  1.62 
Acquisition and Integration Costs 0.03  0.03  0.09  0.12 
Real Estate Realignment and Covid-19 Related Expenses (b) —  0.03  —  0.06 
Investment Gain —  —  —  (0.06)
Russia-Related Exit Costs
0.01  —  0.09  — 
     Subtotal of adjustments 0.49  0.57  1.55  1.73 
Tax impact of adjustments (d) (0.10) (0.13) (0.32) (0.37)
Adjusted earnings per share (Non-GAAP) $ 2.05  $ 1.93  $ 3.81  $ 3.81 
(a) Real Estate Realignment were $0.7 million and $0.5 million for the three and nine months ended March 31, 2022, respectively. Covid-19 Related Expenses were $2.6 million and $6.3 million for the three and nine months ended March 31, 2022, respectively.
15



(b) Real Estate Realignment Expenses impacted Adjusted earnings per share by $0.01 and less than $0.01 for the three and nine months ended March 31, 2022, respectively. Covid-19 Related Expenses impacted Adjusted earnings per share by $0.02 and $0.05 for the three and nine months ended March 31, 2022, respectively.
(c) Total Russia-Related Exit Costs were $1.5 million for the three months ended March 31, 2023. For the nine months ended March 31, 2023, total costs were $10.8 million, comprised of $12.0 million of operating expenses, offset by a gain of $1.2 million in non-operating income.
(d) Calculated using the GAAP effective tax rate, adjusted to exclude $0.3 million and $7.5 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2023, respectively, and $2.2 million and $13.6 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2022, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

Nine Months Ended March 31,
2023 2022
Reconciliation of Free cash flow
Net cash flows provided by (used in) operating activities (GAAP) $ 94.1  $ (13.9)
Capital expenditures and Software purchases and capitalized internal use software (46.8) (54.4)
Free cash flow (Non-GAAP) $ 47.3  $ (68.4)
Reconciliation of Recurring Revenue Growth Constant Currency
Three Months Ended March 31, 2023
Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms.   Total
Recurring revenue growth (GAAP) % 13  % 25  % 10  % 10  %
Impact of foreign currency exchange % % —  % —  % %
Recurring revenue growth constant currency (Non-GAAP) % 14  % 25  % 10  % 11  %

Nine Months Ended March 31, 2023
Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms.   Total
Recurring revenue growth (GAAP) % 11  % 20  % 10  % %
Impact of foreign currency exchange —  % % —  % —  % %
Recurring revenue growth constant currency (Non-GAAP) % 13  % 20  % 10  % 10  %

Three Months Ended March 31, 2023
Global Technology and Operations Capital Markets Wealth and Investment Management Total
Recurring revenue growth (GAAP) % % %
Impact of foreign currency exchange % % %
Recurring revenue growth constant currency (Non-GAAP) % 10  % %


16



Nine Months Ended March 31, 2023
Global Technology and Operations Capital Markets Wealth and Investment Management Total
Recurring revenue growth (GAAP) % % %
Impact of foreign currency exchange % % %
Recurring revenue growth constant currency (Non-GAAP) 10  % % %
Three Months Ended March 31, 2023 Nine Months Ended March 31, 2023
Consolidated Total Total
Recurring revenue growth (GAAP) % %
Impact of foreign currency exchange % %
Recurring revenue growth constant currency (Non-GAAP) % %

Amounts may not sum due to rounding.



17



2023 Guidance
Reconciliation of Non-GAAP to GAAP Measures
(Unaudited)

FY23 Recurring revenue growth (a)
Impact of foreign currency exchange — 
Recurring revenue growth constant currency - Non-GAAP 6 - 9%
FY23 Adjusted Operating income margin (b)
Operating income margin % - GAAP Increase of ~ 150 bps
Adjusted Operating income margin % - Non-GAAP Increase of ~ 50 bps
FY23 Adjusted earnings per share growth rate (c)
Diluted earnings per share - GAAP ~13 - 17% growth
Adjusted earnings per share - Non-GAAP 7 - 11% growth
    
(a) The Company is unable to reconcile its forward-looking Recurring revenue growth constant currency fiscal year 2023 guidance without unreasonable efforts because of the uncertainty in the amounts of future foreign currency exchange rates. For the same reason, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.

(b) Adjusted Operating income margin guidance (Non-GAAP) is adjusted to exclude the projected $248 million impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and Russia-Related Exit Costs.

(c) Adjusted earnings per share growth guidance (Non-GAAP) is adjusted to exclude the projected $1.62 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and Russia-Related Exit Costs, and is calculated using diluted shares outstanding.




18

EX-99.2 3 ex992q32023presentation.htm EX-99.2 ex992q32023presentation
0© 2023 | Scaling a Global Fintech Leader E A R N I N G S C O N F E R E N C E C A L L Fiscal Third Quarter 2023 EXHIBIT 99.2


 
1© 2023 | 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 2023 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, 2022 (the “2022 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 2022 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; • The potential impact and effects of the Covid-19 pandemic (“Covid-19”) on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto; • 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© 2023 | 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. All Recurring revenue dollar amounts shown in this presentation are GAAP, and Recurring revenue growth percentages are shown as constant currency (Non-GAAP). 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, 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 Company’s Form 10-Q 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 its 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. Note on Rounding Amounts presented in this presentation may not sum due to rounding. 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© 2023 | Key messages Broadridge delivered strong third quarter results, including 9% growth in Recurring revenue constant currency, 10% growth in Adjusted Operating income, 6% growth in Adjusted EPS, and increased Free cash flow 1 2 3 4 Broadridge poised to deliver another year of consistent growth with Recurring revenue growth constant currency at the higher end of our 6- 9% guidance range, continued margin expansion and 7-11% Adjusted EPS growth Strong fiscal year 2023 results position Broadridge to deliver at or above its 3-year objectives for the fourth consecutive cycle Broadridge continues to execute across Governance, Capital Markets and Wealth & Investment Management 5 Investor participation was strong, with third quarter equity position growth of 10% and mutual fund/ETF growth of 6%; position growth remains on track for mid-high single digit growth for the full year


 
4© 2023 | Broadridge is executing across Governance, Capital Markets, and Wealth & Investment Management Extend Governance Grow Capital Markets Build Wealth & Investment Mgmt. $693M +11% YoY $246M +5% YoY $143M +10% YoY Q3’23 Highlights • Position growth on track for mid-to high-single digit growth across both mutual funds/ETFs and equities • Double digit growth across Data-Driven Fund Solutions, Issuer, and Customer Communications • Integration of BTCS capabilities is drawing growing interest from clients; Distributed Ledger Repo (DLR) making strong progress • UBS wealth platform development and testing complete, on track to recognize revenue in Q1’24 • Closed sales up 8% All revenue shown is recurring revenue. Information about our use of Non-GAAP measures may be found on slides 21 – 29 $ in millions; growth rates in constant currency


 
5© 2023 | Broadridge is on track to deliver a strong Fiscal 2023 across key operating, strategic, and financial metrics Resilient position growth and continued enhancements underline the strength of our Governance business 1 2 3 BTCS integration has created full-suite of Capital Markets capabilities to enable trading innovation and global simplification Completion of Wealth management platform positions Broadridge to attack $16B wealth-tech market opportunity 4 Digital momentum positions Customer Communications as next-gen omnichannel provider of choice Fiscal Year 2023 outlook calls for high-single digit Recurring revenue growth constant currency and Adjusted EPS growth backed by improving Free cash flow 5


 
6© 2023 | Summary financial results THIRD QUARTER $ in millions, except per share data 2023 2022 Inc./(Dec.) Recurring revenues $1,082 $1,003 8% Total revenues 1,646 1,534 7% Operating income 287 246 17% Adjusted Operating income – Non-GAAP 345 313 10% Diluted earnings per share $1.67 $1.49 12% Adjusted earnings per share – Non-GAAP $2.05 $1.93 6% Closed sales $62 $57 8% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29 Constant currency growth – Non-GAAP 9% Adjusted Operating income margin – Non-GAAP 21.0% 20.4% 60 bps


 
7© 2023 | FY'20 FY'21 FY'22 FY'23 Recurring revenue increased 9% in third quarter 2023 Q3'22 Q3'23 RECURRING REVENUE GROWTH CONSTANT CURRENCY $1,082 16% 10% $ in millions Guidance Higher end of 6 - 9% 10% +9% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29


 
8© 2023 | $143 $246 Q3'22 Q3'23 $188 $58 $102 $346 Q3'22 Q3'23 Regulatory Customer Comms. Data-Driven Fund Solutions Issuer 25% 10% 14% 8% ICS RECURRING REVENUES GTO RECURRING REVENUES Third quarter 2023 segment Recurring revenues $693 Capital Markets Wealth & Investment Management $388 5% 10% +11% Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29 +7% $ in millions Constant Currency Growth


 
9© 2023 | INTERNAL TRADE GROWTH (6)% 8% 6% 5% 1% ITG 17% 17% 9% 9% 10%10% 10% 11% 6% 6% Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 EQUITY & MUTUAL FUND/ETF POSITION GROWTH Key volume drivers: position and trade growth 1. Q3’22 equity position growth represented 29% of total fiscal year 2022 positions. Q1’22: 7% | Q2’22: 9% | Q4’22: 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. 3 FY’21 FY’22 18% 14% 26% 10% 1%12% 10% 10Y Avg. 8% 5%


 
10© 2023 | $1,003 Q3'22 Recurring revenue Closed Sales Client Losses Internal Growth Acquisitions Q3'23 Recurring revenue constant currency FX Q3'23 Recurring revenue Third quarter 2023 Recurring revenue growth drivers RECURRING REVENUE GROWTH CONSTANT CURRENCY WAS 9% ICS $629M 5 pts (1) pt 7 pts 0 pts 11% (1) pt $693M GTO $374M 7 pts (2) pts 2 pts 0 pts 7% (3) pts $388M 6 pts (2) pts 5 pts 0 pts 8% 9 pts ORGANIC GROWTH (1) pt 9% 11 pts ORGANIC GROWTH 7 pts ORGANIC GROWTH $1,082 $ in millions. Pts contribution to growth


 
11© 2023 | $59 $70 $63 $38 $52 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q3'22 Total Revenue Recurring Event-Driven Distribution FX Q3'23 Total Revenue Third quarter 2023 Total revenue growth drivers QUARTERLY EVENT-DRIVEN REVENUE 5 pts (0) pts 3 pts 7% THIRD QUARTER 2023 TOTAL REVENUE GROWTH DRIVERS $58M FY’16-FY’22 QUARTERLY AVERAGE $ in millions. Pts contribution to growth 0 pts $1,646


 
12© 2023 | 17.5% 18.1% 18.7% FY'20 FY'21 FY'22 FY'23 13.8% 13.6% 13.3% 17.4%16.0% 20.4% 21.0% Q3'22 Q3'23 +40 bps +60 bps +60 bps OPERATING INCOME MARGIN ADJUSTED OPERATING INCOME MARGIN (NON- GAAP) Operating income margin and Adjusted Operating income margin OPERATING INCOME MARGIN ~50bps Guidance


 
13© 2023 | FY'21 FY'22 FY'23 Guidance $231 $280 Closed sales $ in millions CLOSED SALES YTD'22 YTD'23 $169 $156 Near low end of $270 – $310


 
14© 2023 | Client platform spend and FCF conversion 1. Net investments on new client conversions, including development of platform capabilities 2. Last twelve months (LTM) Free cash flow conversion equals Free cash flow for the most recent four quarters divided by Adjusted Net earnings for the same four quarters 3. Information about our use of Non-GAAP measures and reconciliations to GAAP measures may be found on slides 21 – 29 FREE CASH FLOW CONVERSION (LTM)NET CLIENT PLATFORM SPEND 1 $ in millions $114 $97 $163 $78 $74 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 50% 48% 41% 51% 63% Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 2,3


 
15© 2023 | TOTAL CAPITAL RETURNS $1.94 $2.16 $2.30 $2.56 $2.90 33% 11% 6% 11% 13% DIVIDENDS PER SHARE M&A Client Platform Investments CapEx and Software Capital allocation 2 1. Includes Software purchases and capitalized internal use software 2. Net investments on new client conversions, including development of platform capabilities 3. Includes acquisitions and minority investments SELECT USES OF CASH YTD’23 1 $315 FY'19 FY'20 FY'21 FY'22 YTD FY'23 $47 $0 $ in millions, except per share data 3 6 $253$248$269 $578 4. Capital returns to shareholders through dividends and total share repurchases net of option proceeds. FY’23 annual dividend amount subject to Board declaration YOY GROWTH 4 $214


 
16© 2023 | Fiscal Year 2023 Guidance Prior FY’23 Guidance Updates/ Changes Recurring revenue growth constant currency - Non-GAAP 6 - 9% Higher end Adjusted Operating income margin - Non-GAAP Increase of ~ 50 bps No Change Adjusted earnings per share growth - Non-GAAP 7 - 11% No Change Closed sales $270M - $310M Near low end


 
17© 2023 | INVESTOR DAY FY20-FY23 GROWTH OBJECTIVES FY20-FY23 CAGR PERFORMANCE Organic Recurring revenue growth 5 – 7% Above Recurring revenue growth 7 – 9% Above Adjusted Operating income margin – Non-GAAP 50+ bps/yr In line Adjusted earnings per share growth – Non-GAAP 8 – 12% Higher end Broadridge is on track to deliver at or above the higher end of our 3-year objectives 1 1. Incorporates FY’21 and FY’22 results and guidance range for FY’23 2. FY’20 investor day recurring revenue growth objectives in constant currency reflecting BR’s approach to FX reporting as of December 10, 2020 2


 
18© 2023 | Appendix


 
19© 2023 | Confidential and Proprietary | Supplemental Reporting Detail ‒ Product Line Reporting (Unaudited) 2021 2022 2023 Q3% Dollars in millions FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Growth Investor Communication Solutions ("ICS") Regulatory $938 $165 $166 $ 321 $ 423 $1,075 $171 $181 $346 8% Data-driven fund solutions 342 83 89 90 102 364 93 96 102 13% Issuer 189 21 24 46 125 216 24 27 58 25% Customer communications 568 141 148 171 155 615 156 163 188 10% Total ICS recurring revenues 2,037 410 427 629 805 2,270 443 467 693 10% Equity and other 123 28 25 25 38 115 30 25 29 17% Mutual Funds 112 49 40 34 32 154 33 12 23 (33)% Total Event-driven revenues 235 76 65 59 70 269 63 38 52 (12)% Distribution 1,548 367 401 472 476 1,717 415 415 512 8% Total ICS Revenues $3,820 $853 $893 $ 1,159 $ 1,351 $4,257 $921 $919 $1,257 8% Global Technology and Operations (“GTO”) Capital Markets $656 $209 $221 $ 241 $ 232 $903 $227 $235 $246 2% Wealth and investment management 517 131 146 133 140 550 136 138 143 7% Total GTO recurring revenues 1,173 339 367 374 372 1,452 363 373 388 4% Total Revenues $4,994 $1,193 $1,260 $ 1,534 $ 1,723 $5,709 $1,283 $1,293 $1,646 7% Revenues by type Recurring revenues $3,210 $750 $793 $ 1,003 $ 1,177 $3,723 $806 $840 $1,082 8% Event-driven revenues 235 76 65 59 70 269 63 38 52 (12)% Distribution revenues 1,548 367 401 472 476 1,717 415 415 512 8% Total Revenues $4,994 $1,193 $1,260 $ 1,534 $ 1,723 $5,709 $1,283 $1,293 $1,646 7%


 
20© 2023 | Explanation of Non-GAAP measures and Reconciliation of GAAP to Non-GAAP measures


 
21© 2023 | Confidential and Proprietary | 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 fiscal year 2023 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, (ii) Acquisition and Integration Costs, (iii) IBM Private Cloud Charges, (iv) Real Estate Realignment and Covid-19 Related Expenses, (v) Investment Gains, (vi) Russia-Related Exit Costs, (vii) Software Charge, and (viii) Loss (Gain) on Acquisition-Related Financial Instrument. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company's acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. IBM Private Cloud Charges represent a charge on the hardware assets transferred to IBM and other charges related to the IBM Private Cloud Agreement. Real Estate Realignment and Covid-19 Related Expenses are comprised of two major components: Real Estate Realignment Expenses, 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. Investment Gains represent non-operating, non-cash gains on privately held investments. Russia-Related Exit Costs 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. Software Charge represents a charge related to an internal use software product that is no longer expected to be used. Loss (Gain) on Acquisition-Related Financial Instrument represents a non-operating loss (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. Non-GAAP Measures


 
22© 2023 | Confidential and Proprietary | We exclude Acquisition and Integration Costs, IBM Private Cloud Charges, Real Estate Realignment and Covid-19 Related Expenses, Investment Gains, Russia- Related Exit Costs, the Software Charge, and Loss (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 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© 2023 | Confidential and Proprietary | Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 2% 7% 4% Impact of foreign currency exchange 3% 2% 3% Recurring revenue growth constant currency (Non-GAAP) 5% 10% 7% Three Months Ended March 31, 2023 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 8% 13% 25% 10% 10% Impact of foreign currency exchange 1% 1% —% —% 1% Recurring revenue growth constant currency (Non-GAAP) 8% 14% 25% 10% 11% Consolidated Total Recurring revenue growth (GAAP) 8% Impact of foreign currency exchange 1% Recurring revenue growth constant currency (Non-GAAP) 9%


 
24© 2023 | Confidential and Proprietary | Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 5% 2% 4% Impact of foreign currency exchange 5% 2% 4% Recurring revenue growth constant currency (Non-GAAP) 10% 4% 8% Nine Months Ended March 31, 2023 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Comms. Total Recurring revenue growth (GAAP) 7% 11% 20% 10% 9% Impact of foreign currency exchange —% 2% —% —% 1% Recurring revenue growth constant currency (Non-GAAP) 7% 13% 20% 10% 10% Consolidated Total Recurring revenue growth (GAAP) 7% Impact of foreign currency exchange 2% Recurring revenue growth constant currency (Non-GAAP) 9%


 
25© 2023 | Confidential and Proprietary | Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Three Months Ended Mar. 31 9 Months Ended Mar. 31 Dollars in millions 2023 2022 2023 2022 Operating income (GAAP) $286.8 $246.0 $482.2 $418.2 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 53.3 60.8 162.8 192.0 Acquisition and Integration Costs 3.3 3.1 11.0 13.8 Real Estate Realignment and Covid-19 Related Expenses (a) — 3.3 — 6.8 Russia-Related Exit Costs (b) 1.5 — 12.0 — Adjusted Operating income (Non-GAAP) $344.8 $313.3 $668.0 $630.8 Operating income margin (GAAP) 17.4% 16.0% 11.4% 10.5% Adjusted Operating income margin (Non-GAAP) 21.0% 20.4% 15.8% 15.8% Three Months Ended Mar. 31 9 Months Ended Mar. 31 Dollars in millions 2023 2022 2023 2022 Net earnings (GAAP) $198.5 $176.6 $306.5 $291.0 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 53.3 60.8 162.8 192.0 Acquisition and Integration Costs 3.3 3.1 11.0 13.8 Real Estate Realignment and Covid-19 Related Expenses (a) — 3.3 — 6.8 Investment Gains — — — (7.5) Russia-Related Exit Costs (b) 1.5 — 10.8 — Subtotal of adjustments 58.0 67.2 184.6 205.1 Tax impact of adjustments (c) (12.0) (15.4) (38.4) (44.1) Adjusted Net earnings (Non-GAAP) $244.5 $228.4 $452.7 $452.0 (a) Real Estate Realignment were $0.7 million and $0.5 million for the three and nine months ended March 31, 2022, respectively. Covid-19 Related Expenses were $2.6 million and $6.3 million for the three and nine months ended March 31, 2022, respectively. (b) Total Russia-Related Exit costs were $1.5 million for the three months ended March 31, 2023. For the nine months ended March 31, 2023, total costs were $10.8 million, comprised of $12.0 million of operating expenses, offset by a gain of $1.2 million in non-operating income. (c) Calculated using the GAAP effective tax rate, adjusted to exclude $0.3 million and $7.5 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2023, respectively, and $2.2 million and $13.6 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2022, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.


 
26© 2023 | Confidential and Proprietary | Reconciliation of GAAP to Non-GAAP Measures (Unaudited) (a) Real Estate Realignment Expenses impacted Adjusted earnings per share by $0.01 and less than $0.01 for the three and nine months ended March 31, 2022, respectively. Covid-19 Related Expenses impacted Adjusted earnings per share by $0.02 and $0.05 for the three and nine months ended March 31, 2022, respectively. (b) Calculated using the GAAP effective tax rate, adjusted to exclude $0.3 million and $7.5 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2023, respectively, and $2.2 million and $13.6 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2022, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis. Three Months Ended Mar. 31 9 Months Ended Mar. 31 Dollars in millions, except per share amounts 2023 2022 2023 2022 Diluted earnings per share (GAAP) $1.67 $1.49 $2.58 $2.46 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 0.45 0.51 1.37 1.62 Acquisition and Integration Costs 0.03 0.03 0.09 0.12 Real Estate Realignment and Covid-19 Related Expenses (a) — 0.03 — 0.06 Investment Gains — — — (0.06) Russia-Related Exit Costs 0.01 — 0.09 — Subtotal of adjustments 0.49 0.57 1.55 1.73 Tax impact of adjustments (b) (0.10) (0.13) (0.32) (0.37) Adjusted earnings per share (Non-GAAP) $2.05 $1.93 $3.81 $3.81 Nine Months Ended Mar. 31 Dollars in millions 2023 2022 Net cash flows used in operating activities (GAAP) $94.1 $(13.9) Capital expenditures and Software purchases and capitalized internal use software (46.8) (54.4) Free cash flow (Non-GAAP) $47.3 $(68.4)


 
27© 2023 | Confidential and Proprietary | Reconciliation of GAAP to Non-GAAP Measures (Unaudited) (a) Last twelve months (LTM) sums the last four quarters of free cash flow for the given period (b) Last twelve months (LTM) sums the last four quarters of adjusted net earnings for the given period (c) Free cash flow conversion is calculated as free cash flow divided by adjusted net income for the given period FY 2021 FY 2022 FY 2023 Dollars in millions Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Net earnings (GAAP) $165.0 $260.4 $67.2 $47.2 $176.6 $248.1 $50.4 $57.5 $198.5 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 31.9 56.8 68.7 62.5 60.8 58.2 55.9 53.7 53.3 Acquisition and Integration Costs 9.2 6.5 2.9 7.8 3.1 10.6 4.1 3.7 3.3 Real Estate Realignment and Covid-19 Related Expenses 3.3 4.2 1.8 1.7 3.3 23.7 — — — Russia-Related Exit Costs — — — — — 1.4 2.6 6.8 1.5 Investment Gains — — — (7.5) — (6.7) — — — Loss (Gain) on Acquisition-Related Financial Instrument 9.6 (71.7) — — — — — — — Subtotal of adjustments 54.0 (4.1) 73.4 64.4 67.2 87.2 62.5 64.1 58.0 Tax impact of adjustments (10.9) 1.8 (14.4) (14.3) (15.4) (21.6) (13.2) (13.2) (12.0) Adjusted Net earnings (Non-GAAP) $208.1 $258.2 $126.3 $97.3 $228.4 $313.7 $99.7 $108.4 $244.5 FY 2021 FY 2022 FY 2023 Dollars in millions Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Net cash flows (used in) provided by operating activities (GAAP) $ 106.2 $ 450.5 $ (135.4) $ 40.8 $ 80.7 $ 457.4 $ (204.5) $ 123.1 $ 94.1 Capital expenditures and Software purchases and capitalized internal use software (20.4) (29.5) (15.9) (13.3) (25.2) (18.7) (13.6) (19.5) (46.8) Free cash flow (Non-GAAP) $ 85.8 $ 421.0 $ (151.4) $ 27.6 $ 55.5 $ 438.7 $ (218.1) $ 103.5 $ 47.3 FY 2022 FY 2023 Dollars in millions Q2 Q3 Q4 Q1 Q2 Q3 LTM Free cash flow (a) 383.0 352.6 370.4 303.7 379.7 371.4 LTM Adjusted Net earnings (Non-GAAP) (b) 689.7 710.1 765.7 739.1 750.3 766.3 LTM Free cash flow conversion (Non-GAAP) (c) 56 % 50 % 48 % 41 % 51 % 63 %


 
28© 2023 | Confidential and Proprietary | Reconciliation of GAAP to Non-GAAP Measures (Unaudited) (a) Real Estate Realignment Expenses were $23.0 million, $29.6 million, and $0.0 million for the year ended June 30, 2022, 2021, and 2020, respectively. Covid-19 Related Expenses were $7.5 million, $15.7 million, and $2.4 million for the year ended June 30, 2022, 2021, and 2020, respectively. Year ended June 30, Dollars in millions 2022 2021 2020 Operating income (GAAP) $759.9 $678.7 $624.9 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 250.2 153.7 122.9 Acquisition and Integration Costs 24.5 18.1 12.5 IBM Private Cloud Charges — — 32.0 Real Estate Realignment and Covid-19 Related Expenses (a) 30.5 45.3 2.4 Russia-Related Exit Costs 1.4 — — Software Charge — 6.0 — Adjusted operating income (Non-GAAP) $1,066.4 $901.8 $794.8 Operating income margin (GAAP) 13.3% 13.6% 13.8% Adjusted Operating income margin (Non-GAAP) 18.7% 18.1% 17.5%


 
29© 2023 | Confidential and Proprietary | Reconciliation of GAAP to Non-GAAP Measures: Fiscal Year 2023 Guidance Fiscal Year, 2023 FY23 Recurring revenue growth (a) Impact of foreign currency exchange – Recurring revenue growth constant currency – Non-GAAP 6-9% FY23 Adjusted Operating income margin (b) Operating income margin % - GAAP Increase of ~150 bps Adjusted Operating income margin % - Non-GAAP Increase of ~50 bps FY23 Adjusted earnings per share growth rate (c) Diluted earnings per share – GAAP ~13-17% growth Adjusted earnings per share – Non-GAAP 7-11% growth (Unaudited) (a) The Company is unable to reconcile its forward-looking Recurring revenue growth constant currency fiscal year 2023 guidance without unreasonable efforts because of the uncertainty in the amounts of future foreign currency exchange rates. For the same reason, the Company is unable to address the probable significance of the unavailable information, which could be material to future results. (b) Adjusted Operating income margin guidance (Non-GAAP) is adjusted to exclude the projected $248 million impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and Russia-Related Exit Costs. (c) Adjusted earnings per share growth guidance (Non-GAAP) is adjusted to exclude the projected $1.62 per share impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and Russia-Related Exit Costs, and is calculated using diluted shares outstanding.


 
30© 2023 | Contacts W. Edings Thibault Greg Faje Sean Silva broadridgeir@broadridge.com Replay Options Online replay available at broadridge-ir.com Telephone replay available through May 9, 2023 Domestic Dial-In: 1-877-344-7529 Access Code: 5052694 International Toll Dial-In: 1-412-317-0088 Passcode: 9342976 Click here for dial-ins by country Broadridge Fiscal Third Quarter 2023 Earnings Conference Call Live Call Information Date: May 2, 2023 Start Time: 8:30 A.M. ET Toll-Free: 1-877-328-2502 International: 1-412-317-5419 Webcast: broadridge-ir.com