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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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33-1151291
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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5 Dakota Drive
Lake Success, NY
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11042
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
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¨
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Non-accelerated filer
¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging Growth Company
¨
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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.
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¨
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ITEM
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PAGE
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PART I.
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||
Item 1.
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||
Item 2.
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||
Item 3.
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Item 4.
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||
PART II.
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||
Item 1.
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||
Item 1A.
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Item 2.
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||
Item 3.
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||
Item 4.
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Item 5.
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Item 6.
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Item 1.
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FINANCIAL STATEMENTS
|
|
|
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Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
|
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2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues
|
|
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$
|
1,071.9
|
|
|
$
|
1,008.9
|
|
|
$
|
3,009.5
|
|
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$
|
2,796.8
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of revenues
|
|
|
803.1
|
|
|
773.7
|
|
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2,299.5
|
|
|
2,199.5
|
|
||||
Selling, general and administrative expenses
|
|
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138.8
|
|
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125.5
|
|
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380.5
|
|
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362.8
|
|
||||
Total operating expenses
|
|
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941.9
|
|
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899.2
|
|
|
2,680.0
|
|
|
2,562.3
|
|
||||
Operating income
|
|
|
130.0
|
|
|
109.7
|
|
|
329.5
|
|
|
234.6
|
|
||||
Interest expense, net
|
(Note 4)
|
|
9.0
|
|
|
10.8
|
|
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28.6
|
|
|
31.8
|
|
||||
Other non-operating income, net
|
(Note 5)
|
|
(4.2
|
)
|
|
(7.4
|
)
|
|
(2.1
|
)
|
|
(0.8
|
)
|
||||
Earnings before income taxes
|
|
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125.2
|
|
|
106.3
|
|
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303.0
|
|
|
203.5
|
|
||||
Provision for income taxes
|
(Note 12)
|
|
16.2
|
|
|
30.4
|
|
|
81.9
|
|
|
63.8
|
|
||||
Net earnings
|
|
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$
|
109.1
|
|
|
$
|
75.9
|
|
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$
|
221.1
|
|
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$
|
139.7
|
|
|
|
|
|
|
|
|
|
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||||||||
Basic earnings per share
|
|
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$
|
0.93
|
|
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$
|
0.64
|
|
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$
|
1.89
|
|
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$
|
1.18
|
|
Diluted earnings per share
|
|
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$
|
0.90
|
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$
|
0.63
|
|
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$
|
1.84
|
|
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$
|
1.15
|
|
|
|
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|
|
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|
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||||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
(Note 3)
|
|
116.9
|
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117.8
|
|
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116.7
|
|
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118.3
|
|
||||
Diluted
|
(Note 3)
|
|
120.9
|
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120.7
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120.3
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121.3
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|
||||
Dividends declared per common share
|
|
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$
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0.365
|
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$
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0.33
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$
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1.095
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$
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0.99
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Three Months Ended
March 31, |
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Nine Months Ended
March 31, |
||||||||||||
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2018
|
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2017
|
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2018
|
|
2017
|
||||||||
Net earnings
|
$
|
109.1
|
|
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$
|
75.9
|
|
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$
|
221.1
|
|
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$
|
139.7
|
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Other comprehensive income (loss), net:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
7.4
|
|
|
—
|
|
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23.3
|
|
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(23.2
|
)
|
||||
Net unrealized gains (losses) on available-for-sale securities, net of taxes of $1.7 and $(0.2) for the three months ended March 31, 2018 and 2017, respectively; and $1.2 and $(0.3) for the nine months ended March 31, 2018 and 2017, respectively
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(3.7
|
)
|
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0.3
|
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(2.7
|
)
|
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0.5
|
|
||||
Pension and post-retirement liability adjustment, net of taxes of $(0.1) and $(0.1) for the three months ended March 31, 2018 and 2017, respectively; and $(0.3) and $(0.3) for the nine months ended March 31, 2018 and 2017, respectively
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0.2
|
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0.1
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0.7
|
|
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0.4
|
|
||||
Total other comprehensive income (loss), net
|
3.8
|
|
|
0.4
|
|
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21.3
|
|
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(22.3
|
)
|
||||
Comprehensive income
|
$
|
112.9
|
|
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$
|
76.3
|
|
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$
|
242.3
|
|
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$
|
117.4
|
|
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|
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March 31,
2018 |
|
June 30,
2017 |
||||
Assets
|
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
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$
|
352.1
|
|
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$
|
271.1
|
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Accounts receivable, net of allowance for doubtful accounts of $5.8 and $3.7, respectively
|
|
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714.1
|
|
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589.5
|
|
||
Other current assets
|
|
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136.9
|
|
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129.0
|
|
||
Total current assets
|
|
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1,203.0
|
|
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989.6
|
|
||
Property, plant and equipment, net
|
|
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197.9
|
|
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198.1
|
|
||
Goodwill
|
|
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1,231.3
|
|
|
1,159.3
|
|
||
Intangible assets, net
|
|
|
490.2
|
|
|
486.4
|
|
||
Other non-current assets
|
(Note 8)
|
|
362.4
|
|
|
316.4
|
|
||
Total assets
|
|
|
$
|
3,484.7
|
|
|
$
|
3,149.8
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||||
Accounts payable
|
|
|
$
|
147.4
|
|
|
$
|
167.2
|
|
Accrued expenses and other current liabilities
|
(Note 9)
|
|
434.5
|
|
|
495.3
|
|
||
Deferred revenues
|
|
|
185.4
|
|
|
82.4
|
|
||
Total current liabilities
|
|
|
767.3
|
|
|
744.9
|
|
||
Long-term debt
|
(Note 10)
|
|
1,203.1
|
|
|
1,102.1
|
|
||
Deferred taxes
|
|
|
42.8
|
|
|
82.0
|
|
||
Deferred revenues
|
|
|
77.5
|
|
|
74.3
|
|
||
Other non-current liabilities
|
|
|
232.3
|
|
|
142.7
|
|
||
Total liabilities
|
|
|
2,323.0
|
|
|
2,146.0
|
|
||
Commitments and contingencies
|
(Note 13)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
||||
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none
|
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value: 650.0 shares authorized; 154.5 and 154.5 shares issued, respectively; and 117.3 and 116.5 shares outstanding, respectively
|
|
|
1.6
|
|
|
1.6
|
|
||
Additional paid-in capital
|
|
|
1,038.9
|
|
|
987.6
|
|
||
Retained earnings
|
|
|
1,562.6
|
|
|
1,469.4
|
|
||
Treasury stock, at cost: 37.2 and 38.0 shares, respectively
|
|
|
(1,406.6
|
)
|
|
(1,398.9
|
)
|
||
Accumulated other comprehensive loss
|
(Note 14)
|
|
(34.6
|
)
|
|
(55.8
|
)
|
||
Total stockholders’ equity
|
|
|
1,161.8
|
|
|
1,003.8
|
|
||
Total liabilities and stockholders’ equity
|
|
|
$
|
3,484.7
|
|
|
$
|
3,149.8
|
|
|
Nine Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net earnings
|
$
|
221.1
|
|
|
$
|
139.7
|
|
Adjustments to reconcile Net earnings to Net cash flows provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
60.7
|
|
|
51.2
|
|
||
Amortization of acquired intangibles and purchased intellectual property
|
59.4
|
|
|
52.8
|
|
||
Amortization of other assets
|
35.5
|
|
|
29.6
|
|
||
Stock-based compensation expense
|
39.2
|
|
|
34.7
|
|
||
Deferred income taxes
|
(21.5
|
)
|
|
(16.1
|
)
|
||
Excess tax benefits from stock-based compensation awards
|
—
|
|
|
(29.0
|
)
|
||
Other
|
(15.2
|
)
|
|
(7.1
|
)
|
||
Changes in operating assets and liabilities, net of assets and liabilities acquired:
|
|
|
|
||||
Current assets and liabilities:
|
|
|
|
||||
Increase in Accounts receivable, net
|
(121.3
|
)
|
|
(114.6
|
)
|
||
Increase in Other current assets
|
(33.3
|
)
|
|
(60.0
|
)
|
||
Increase in Accounts payable
|
3.0
|
|
|
42.5
|
|
||
Decrease in Accrued expenses and other current liabilities
|
(80.1
|
)
|
|
(23.8
|
)
|
||
Increase in Deferred revenues
|
99.8
|
|
|
118.3
|
|
||
Non-current assets and liabilities:
|
|
|
|
||||
Increase in Other non-current assets
|
(69.2
|
)
|
|
(76.8
|
)
|
||
Increase in Other non-current liabilities
|
96.7
|
|
|
20.7
|
|
||
Net cash flows provided by operating activities
|
274.8
|
|
|
162.1
|
|
||
Cash Flows From Investing Activities
|
|
|
|
||||
Capital expenditures
|
(54.8
|
)
|
|
(51.7
|
)
|
||
Software purchases and capitalized internal use software
|
(15.9
|
)
|
|
(17.8
|
)
|
||
Acquisitions, net of cash acquired
|
(63.0
|
)
|
|
(448.1
|
)
|
||
Purchase of intellectual property
|
(40.0
|
)
|
|
(90.0
|
)
|
||
Equity method investments
|
(4.0
|
)
|
|
(4.5
|
)
|
||
Other investing activities
|
—
|
|
|
(0.9
|
)
|
||
Net cash flows used in investing activities
|
(177.6
|
)
|
|
(613.0
|
)
|
||
Cash Flows From Financing Activities
|
|
|
|
||||
Proceeds from Long-term debt
|
260.0
|
|
|
355.0
|
|
||
Repayments on Long-term debt
|
(160.0
|
)
|
|
(105.0
|
)
|
||
Excess tax benefits from stock-based compensation awards
|
—
|
|
|
29.0
|
|
||
Dividends paid
|
(123.0
|
)
|
|
(113.6
|
)
|
||
Purchases of Treasury stock
|
(29.8
|
)
|
|
(212.6
|
)
|
||
Proceeds from exercise of stock options
|
38.1
|
|
|
45.4
|
|
||
Payment of contingent consideration obligations
|
—
|
|
|
(0.7
|
)
|
||
Costs related to amendment of revolving credit facility
|
—
|
|
|
(1.8
|
)
|
||
Costs related to issuance of bonds
|
—
|
|
|
(0.7
|
)
|
||
Other financing activities
|
(5.5
|
)
|
|
—
|
|
||
Net cash flows used in financing activities
|
(20.2
|
)
|
|
(4.9
|
)
|
||
Effect of exchange rate changes on Cash and cash equivalents
|
4.1
|
|
|
(2.4
|
)
|
||
Net change in Cash and cash equivalents
|
81.0
|
|
|
(458.2
|
)
|
||
Cash and cash equivalents, beginning of period
|
271.1
|
|
|
727.7
|
|
||
Cash and cash equivalents, end of period
|
$
|
352.1
|
|
|
$
|
269.5
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash payments made for interest
|
$
|
29.6
|
|
|
$
|
29.5
|
|
Cash payments made for income taxes, net of refunds
|
$
|
152.3
|
|
|
$
|
87.7
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Accrual of unpaid property, plant and equipment and software
|
$
|
2.2
|
|
|
$
|
7.5
|
|
Increase in acquisition related obligations
|
$
|
9.6
|
|
|
$
|
6.5
|
|
Obligations related to the purchase of intellectual property
|
$
|
—
|
|
|
$
|
5.0
|
|
•
|
Investor Communication Solutions
—Broadridge offers Bank/Broker-Dealer Investor Communication Solutions, Customer Communication Solutions, Corporate Issuer Solutions, Advisor Solutions and Mutual Fund and Retirement Solutions in this segment. A large portion of Broadridge’s Investor Communication Solutions business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge
®
, Broadridge’s innovative electronic proxy delivery and voting solution for institutional investors and financial advisors, helps ensure the participation of the largest stockholders of many companies. In addition, Broadridge provides corporations with registered proxy services as well as registrar, stock transfer and record-keeping services. Broadridge also provides the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help our clients meet their regulatory compliance needs.
|
•
|
Global Technology and Operations
—Broadridge offers a suite of advanced computerized real-time transaction processing services that automate the securities transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, settlement, reference data, reconciliations and accounting. Broadridge’s services help financial institutions and investment managers efficiently and cost-effectively consolidate their books and records, gather and service assets under management and manage risk, thereby enabling them to focus on their core business activities. Broadridge’s multi-currency solutions support real-time global trading of equity, fixed income, mutual fund, foreign exchange and exchange traded derivative securities in established and emerging markets. In addition, Broadridge’s Managed Services solution supports the operations of our clients’ businesses including their securities clearing, record-keeping, and custody-related functions.
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||
Basic
|
116.9
|
|
|
117.8
|
|
|
116.7
|
|
|
118.3
|
|
Common stock equivalents
|
3.9
|
|
|
2.9
|
|
|
3.7
|
|
|
2.9
|
|
Diluted (1)
|
120.9
|
|
|
120.7
|
|
|
120.3
|
|
|
121.3
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Interest expense on borrowings
|
$
|
10.5
|
|
|
$
|
11.7
|
|
|
$
|
31.3
|
|
|
$
|
33.4
|
|
Interest income
|
(1.5
|
)
|
|
(0.9
|
)
|
|
(2.7
|
)
|
|
(1.5
|
)
|
||||
Interest expense, net
|
$
|
9.0
|
|
|
$
|
10.8
|
|
|
$
|
28.6
|
|
|
$
|
31.8
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Losses from equity method investments
|
$
|
1.1
|
|
|
$
|
1.5
|
|
|
$
|
3.5
|
|
|
$
|
5.3
|
|
Foreign currency exchange (gain) loss
|
0.2
|
|
|
0.4
|
|
|
(0.1
|
)
|
|
3.3
|
|
||||
Other (gains) losses
|
(5.5
|
)
|
|
(9.3
|
)
|
|
(5.5
|
)
|
|
(9.3
|
)
|
||||
Other non-operating (income) expenses, net
|
$
|
(4.2
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(0.8
|
)
|
Level 1
|
Quoted market prices in active markets for identical assets and liabilities.
|
Level 2
|
Observable market-based inputs other than quoted prices in active markets for identical assets and liabilities.
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds (1)
|
$
|
95.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
95.4
|
|
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
65.7
|
|
|
—
|
|
|
1.1
|
|
|
66.8
|
|
||||
Total assets as of March 31, 2018
|
$
|
161.2
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
162.4
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration obligations:
|
—
|
|
|
—
|
|
|
11.5
|
|
|
11.5
|
|
||||
Total liabilities as of March 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.5
|
|
|
$
|
11.5
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds (1)
|
$
|
37.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37.9
|
|
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
50.6
|
|
|
—
|
|
|
1.1
|
|
|
51.7
|
|
||||
Total assets as of June 30, 2017
|
$
|
88.6
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
89.8
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration obligations:
|
—
|
|
|
—
|
|
|
6.7
|
|
|
6.7
|
|
||||
Total liabilities as of June 30, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.7
|
|
|
$
|
6.7
|
|
(1)
|
Money market funds include money market deposit account balances of
$50.1 million
and less than
$0.1 million
as of
March 31, 2018
and
June 30, 2017
, respectively.
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
|
(in millions)
|
||||||
Beginning balance
|
$
|
6.7
|
|
|
$
|
5.5
|
|
Additional contingent consideration incurred
|
4.6
|
|
|
0.9
|
|
||
Increase (decrease) in contingent consideration liability
|
(0.1
|
)
|
|
0.3
|
|
||
Foreign currency impact on contingent consideration liability
|
0.4
|
|
|
—
|
|
||
Payments
|
—
|
|
|
(0.7
|
)
|
||
Ending balance
|
$
|
11.5
|
|
|
$
|
6.0
|
|
|
March 31,
2018 |
|
June 30,
2017 |
||||
|
(in millions)
|
||||||
Deferred client conversion and start-up costs
|
$
|
181.8
|
|
|
$
|
162.4
|
|
Deferred data center costs (a)
|
36.6
|
|
|
40.1
|
|
||
Long-term investments
|
78.7
|
|
|
63.4
|
|
||
Long-term broker fees
|
31.2
|
|
|
24.2
|
|
||
Other
|
34.1
|
|
|
26.4
|
|
||
Total
|
$
|
362.4
|
|
|
$
|
316.4
|
|
|
March 31,
2018 |
|
June 30,
2017 |
||||
|
(in millions)
|
||||||
Employee compensation and benefits
|
$
|
193.9
|
|
|
$
|
221.2
|
|
Accrued broker fees
|
68.0
|
|
|
79.5
|
|
||
Accrued taxes
|
22.2
|
|
|
80.2
|
|
||
Accrued dividend payable
|
42.8
|
|
|
37.9
|
|
||
Customer deposits
|
52.2
|
|
|
39.5
|
|
||
Other
|
55.4
|
|
|
37.1
|
|
||
Total
|
$
|
434.5
|
|
|
$
|
495.3
|
|
|
Expiration
Date
|
|
Principal amount outstanding at March 31, 2018
|
|
Carrying value at March 31, 2018
|
|
Carrying value at June 30, 2017
|
|
Unused
Available
Capacity
|
|
Fair Value at March 31, 2018
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2017 Revolving Credit Facility
|
February 2022
|
|
$
|
310.0
|
|
|
$
|
310.0
|
|
|
$
|
210.0
|
|
|
$
|
690.0
|
|
|
$
|
310.0
|
|
Fiscal 2014 Senior Notes
|
September 2020
|
|
400.0
|
|
|
398.4
|
|
|
397.9
|
|
|
—
|
|
|
407.9
|
|
|||||
Fiscal 2016 Senior Notes
|
June 2026
|
|
500.0
|
|
|
494.7
|
|
|
494.1
|
|
|
—
|
|
|
484.0
|
|
|||||
Total debt
|
|
|
$
|
1,210.0
|
|
|
$
|
1,203.1
|
|
|
$
|
1,102.1
|
|
|
$
|
690.0
|
|
|
$
|
1,201.9
|
|
Years ending June 30,
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
(in millions)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400.0
|
|
|
$
|
310.0
|
|
|
$
|
500.0
|
|
|
$
|
1,210.0
|
|
|
Stock Options
|
|
Time-based
Restricted Stock Units
|
|
Performance-based
Restricted Stock Units
|
|||||||||||||||
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Number
of Shares
|
|
Weighted-
Average
Grant
Date Fair
Value
|
|
Number
of Shares
|
|
Weighted-
Average
Grant
Date Fair
Value
|
|||||||||
Balances at January 1, 2018
|
4,942,890
|
|
|
$
|
40.82
|
|
|
1,461,147
|
|
|
$
|
62.68
|
|
|
574,647
|
|
|
$
|
66.27
|
|
Granted
|
1,017,414
|
|
|
93.88
|
|
|
5,565
|
|
|
90.68
|
|
|
1,576
|
|
|
91.38
|
|
|||
Exercise of stock options (a)
|
(924,872
|
)
|
|
32.51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expired/forfeited
|
—
|
|
|
—
|
|
|
(14,005
|
)
|
|
67.09
|
|
|
(66,628
|
)
|
|
48.42
|
|
|||
Balances at March 31, 2018 (b), (c)
|
5,035,432
|
|
|
$
|
53.07
|
|
|
1,452,707
|
|
|
$
|
62.74
|
|
|
509,595
|
|
|
$
|
68.68
|
|
(a)
|
Stock options exercised during the period of January 1, 2018 through
March 31, 2018
had an aggregate intrinsic value of
$60.6 million
.
|
(b)
|
As of
March 31, 2018
, the Company’s outstanding vested and currently exercisable stock options using the
March 31, 2018
closing stock price of
$109.69
(approximately
3.1 million
shares) had an aggregate intrinsic value of
$221.2 million
|
(c)
|
As of
March 31, 2018
, time-based restricted stock units and performance-based restricted stock units expected to vest using the
March 31, 2018
closing stock price of
$109.69
(approximately
1.4 million
and
0.5 million
shares, respectively) had an aggregate intrinsic value of
$151.7 million
and
$57.4 million
, respectively.
|
|
Stock Options
|
|
Time-based
Restricted Stock Units
|
|
Performance-based
Restricted Stock Units
|
|||||||||||||||
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Number
of Shares
|
|
Weighted-
Average
Grant
Date Fair
Value
|
|
Number
of Shares
|
|
Weighted-
Average
Grant
Date Fair
Value
|
|||||||||
Balances at July 1, 2017
|
5,137,641
|
|
|
$
|
39.63
|
|
|
1,074,593
|
|
|
$
|
55.98
|
|
|
470,862
|
|
|
$
|
58.26
|
|
Granted
|
1,079,442
|
|
|
93.42
|
|
|
446,264
|
|
|
78.08
|
|
|
176,245
|
|
|
77.27
|
|
|||
Exercise of stock options (a)
|
(1,109,009
|
)
|
|
31.11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
(3,518
|
)
|
|
53.51
|
|
|
(15,033
|
)
|
|
54.36
|
|
|||
Expired/forfeited
|
(72,642
|
)
|
|
37.65
|
|
|
(64,632
|
)
|
|
56.75
|
|
|
(122,479
|
)
|
|
42.75
|
|
|||
Balances at March 31, 2018
|
5,035,432
|
|
|
$
|
53.07
|
|
|
1,452,707
|
|
|
$
|
62.74
|
|
|
509,595
|
|
|
$
|
68.68
|
|
(a)
|
Stock options exercised during the period of July 1, 2017 through
March 31, 2018
had an aggregate intrinsic value of
$71.5 million
.
|
|
Foreign
Currency
Translation
|
|
Available-
for-Sale
Securities
|
|
Pension
and Post-
Retirement
Liabilities
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balances at January 1, 2018
|
$
|
(33.0
|
)
|
|
$
|
3.3
|
|
|
$
|
(8.8
|
)
|
|
$
|
(38.4
|
)
|
Other comprehensive income/(loss) before reclassifications
|
7.4
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
||||
Amounts reclassified from accumulated other comprehensive income/(loss)
|
—
|
|
|
(3.7
|
)
|
|
0.2
|
|
|
(3.5
|
)
|
||||
Balances at March 31, 2018
|
$
|
(25.6
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
(34.6
|
)
|
|
Foreign
Currency
Translation
|
|
Available-
for-Sale
Securities
|
|
Pension
and Post-
Retirement
Liabilities
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balances at January 1, 2017
|
$
|
(55.1
|
)
|
|
$
|
1.5
|
|
|
$
|
(7.3
|
)
|
|
$
|
(60.9
|
)
|
Other comprehensive income/(loss) before reclassifications
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||
Amounts reclassified from accumulated other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Balances at March 31, 2017
|
$
|
(55.1
|
)
|
|
$
|
1.8
|
|
|
$
|
(7.2
|
)
|
|
$
|
(60.5
|
)
|
|
Foreign
Currency
Translation
|
|
Available-
for-Sale
Securities
|
|
Pension
and Post-
Retirement
Liabilities
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balances at July 1, 2017
|
$
|
(48.9
|
)
|
|
$
|
2.3
|
|
|
$
|
(9.2
|
)
|
|
$
|
(55.8
|
)
|
Other comprehensive income/(loss) before reclassifications
|
23.3
|
|
|
1.1
|
|
|
—
|
|
|
24.4
|
|
||||
Amounts reclassified from accumulated other comprehensive income/(loss)
|
—
|
|
|
(3.7
|
)
|
|
0.7
|
|
|
(3.1
|
)
|
||||
Balances at March 31, 2018
|
$
|
(25.6
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
(34.6
|
)
|
|
Foreign
Currency
Translation
|
|
Available-
for-Sale
Securities
|
|
Pension
and Post-
Retirement
Liabilities
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balances at July 1, 2016
|
$
|
(31.9
|
)
|
|
$
|
1.3
|
|
|
$
|
(7.6
|
)
|
|
$
|
(38.2
|
)
|
Other comprehensive income/(loss) before reclassifications
|
(23.2
|
)
|
|
0.5
|
|
|
—
|
|
|
(22.7
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
||||
Balances at March 31, 2017
|
$
|
(55.1
|
)
|
|
$
|
1.8
|
|
|
$
|
(7.2
|
)
|
|
$
|
(60.5
|
)
|
|
Revenues
|
||||||||||||||
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Investor Communication Solutions
|
$
|
855.3
|
|
|
$
|
820.5
|
|
|
$
|
2,384.0
|
|
|
$
|
2,242.9
|
|
Global Technology and Operations
|
235.2
|
|
|
208.6
|
|
|
678.1
|
|
|
608.8
|
|
||||
Foreign currency exchange
|
(18.6
|
)
|
|
(20.1
|
)
|
|
(52.5
|
)
|
|
(54.8
|
)
|
||||
Total
|
$
|
1,071.9
|
|
|
$
|
1,008.9
|
|
|
$
|
3,009.5
|
|
|
$
|
2,796.8
|
|
|
Earnings (Loss) before Income
Taxes
|
||||||||||||||
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Investor Communication Solutions
|
$
|
93.0
|
|
|
$
|
75.5
|
|
|
$
|
211.0
|
|
|
$
|
130.5
|
|
Global Technology and Operations
|
57.3
|
|
|
42.7
|
|
|
152.9
|
|
|
123.3
|
|
||||
Other
|
(29.0
|
)
|
|
(14.4
|
)
|
|
(77.0
|
)
|
|
(58.0
|
)
|
||||
Foreign currency exchange
|
3.9
|
|
|
2.5
|
|
|
16.1
|
|
|
7.6
|
|
||||
Total
|
$
|
125.2
|
|
|
$
|
106.3
|
|
|
$
|
303.0
|
|
|
$
|
203.5
|
|
•
|
the success of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) in retaining and selling additional services to its existing clients and in obtaining new clients;
|
•
|
Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;
|
•
|
any material breach of Broadridge security affecting its clients’ customer information;
|
•
|
changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
|
•
|
declines in participation and activity in the securities markets;
|
•
|
the failure of our outsourced data center services provider to provide the anticipated levels of service;
|
•
|
a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
|
•
|
overall market and economic conditions and their impact on the securities markets;
|
•
|
Broadridge’s failure to keep pace with changes in technology and demands of its clients;
|
•
|
the ability to attract and retain key personnel;
|
•
|
the impact of new acquisitions and divestitures; and
|
•
|
competitive conditions.
|
•
|
Mutual Fund Proxy: The proxy and related services we provide to mutual funds when certain events occur requiring a shareholder vote including changes in directors, sub-advisors, fee structures, investment restrictions, and mergers of funds.
|
•
|
Mutual Fund Communications: Mutual fund communications services consist primarily of the distribution on behalf of mutual funds of supplemental information required to be provided to the annual mutual fund prospectus as a result of certain triggering events such as a change in portfolio managers. In addition, mutual fund communications consist of notices and marketing materials such as newsletters.
|
•
|
Proxy Contests and Specials, Corporate Actions, and Other: The proxy services we provide in connection with shareholder meetings driven by special events such as proxy contests, mergers and acquisitions, and tender/exchange offers.
|
|
Three Months Ended
March 31, |
|
|||||||||||||
|
|
|
|
|
Change
|
|
|||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
|
(in millions, except per share amounts)
|
|
|||||||||||||
Revenues
|
$
|
1,071.9
|
|
|
$
|
1,008.9
|
|
|
$
|
63.0
|
|
|
6
|
|
|
Cost of revenues
|
803.1
|
|
|
773.7
|
|
|
29.4
|
|
|
4
|
|
|
|||
Selling, general and administrative expenses
|
138.8
|
|
|
125.5
|
|
|
13.3
|
|
|
11
|
|
|
|||
Total operating expenses
|
941.9
|
|
|
899.2
|
|
|
42.7
|
|
|
5
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
130.0
|
|
|
109.7
|
|
|
20.3
|
|
|
19
|
|
|
|||
Margin
|
12.1
|
%
|
|
10.9
|
%
|
|
|
|
|
|
|
||||
Interest expense, net
|
9.0
|
|
|
10.8
|
|
|
(1.9
|
)
|
|
(17
|
)
|
|
|||
Other non-operating income, net
|
(4.2
|
)
|
|
(7.4
|
)
|
|
3.2
|
|
|
(43
|
)
|
|
|||
Earnings before income taxes
|
125.2
|
|
|
106.3
|
|
|
19.0
|
|
|
18
|
|
|
|||
Provision for income taxes
|
16.2
|
|
|
30.4
|
|
|
(14.2
|
)
|
|
(47
|
)
|
|
|||
Effective tax rate
|
12.9
|
%
|
|
28.6
|
%
|
|
|
|
|
|
|
||||
Net earnings
|
$
|
109.1
|
|
|
$
|
75.9
|
|
|
$
|
33.2
|
|
|
44
|
|
|
Basic earnings per share
|
$
|
0.93
|
|
|
$
|
0.64
|
|
|
$
|
0.29
|
|
|
45
|
|
|
Diluted earnings per share
|
$
|
0.90
|
|
|
$
|
0.63
|
|
|
$
|
0.27
|
|
|
43
|
|
|
|
Nine Months Ended
March 31, |
|
|||||||||||||
|
|
|
|
|
Change
|
|
|||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
|
(in millions, except per share amounts)
|
|
|||||||||||||
Revenues
|
$
|
3,009.5
|
|
|
$
|
2,796.8
|
|
|
$
|
212.6
|
|
|
8
|
|
|
Cost of revenues
|
2,299.5
|
|
|
2,199.5
|
|
|
100.0
|
|
|
5
|
|
|
|||
Selling, general and administrative expenses
|
380.5
|
|
|
362.8
|
|
|
17.7
|
|
|
5
|
|
|
|||
Total operating expenses
|
2,680.0
|
|
|
2,562.3
|
|
|
117.7
|
|
|
5
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
329.5
|
|
|
234.6
|
|
|
94.9
|
|
|
40
|
|
|
|||
Margin
|
10.9
|
%
|
|
8.4
|
%
|
|
|
|
|
|
|||||
Interest expense, net
|
28.6
|
|
|
31.8
|
|
|
(3.2
|
)
|
|
(10
|
)
|
|
|||
Other non-operating income, net
|
(2.1
|
)
|
|
(0.8
|
)
|
|
(1.3
|
)
|
|
163
|
|
|
|||
Earnings before income taxes
|
303.0
|
|
|
203.5
|
|
|
99.5
|
|
|
49
|
|
|
|||
Provision for income taxes
|
81.9
|
|
|
63.8
|
|
|
18.2
|
|
|
28
|
|
|
|||
Effective tax rate
|
27.0
|
%
|
|
31.4
|
%
|
|
|
|
|
|
|||||
Net earnings
|
$
|
221.1
|
|
|
$
|
139.7
|
|
|
$
|
81.3
|
|
|
58
|
|
|
Basic earnings per share
|
$
|
1.89
|
|
|
$
|
1.18
|
|
|
$
|
0.71
|
|
|
60
|
|
|
Diluted earnings per share
|
$
|
1.84
|
|
|
$
|
1.15
|
|
|
$
|
0.69
|
|
|
60
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||||||||||||||||
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||
Investor Communication Solutions
|
$
|
855.3
|
|
|
$
|
820.5
|
|
|
$
|
34.9
|
|
|
4
|
|
|
$
|
2,384.0
|
|
|
$
|
2,242.9
|
|
|
$
|
141.1
|
|
|
6
|
|
Global Technology and Operations
|
235.2
|
|
|
208.6
|
|
|
26.6
|
|
|
13
|
|
|
678.1
|
|
|
608.8
|
|
|
69.3
|
|
|
11
|
|
||||||
Foreign currency exchange
|
(18.6
|
)
|
|
(20.1
|
)
|
|
1.5
|
|
|
(7
|
)
|
|
(52.5
|
)
|
|
(54.8
|
)
|
|
2.2
|
|
|
(4
|
)
|
||||||
Total
|
$
|
1,071.9
|
|
|
$
|
1,008.9
|
|
|
$
|
63.0
|
|
|
6
|
|
|
$
|
3,009.5
|
|
|
$
|
2,796.8
|
|
|
$
|
212.6
|
|
|
8
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||||||||||||||
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Investor Communication Solutions
|
$
|
93.0
|
|
|
$
|
75.5
|
|
|
$
|
17.5
|
|
|
23
|
|
$
|
211.0
|
|
|
$
|
130.5
|
|
|
$
|
80.4
|
|
|
62
|
Global Technology and Operations
|
57.3
|
|
|
42.7
|
|
|
14.5
|
|
|
34
|
|
152.9
|
|
|
123.3
|
|
|
29.6
|
|
|
24
|
||||||
Other
|
(29.0
|
)
|
|
(14.4
|
)
|
|
(14.6
|
)
|
|
101
|
|
(77.0
|
)
|
|
(58.0
|
)
|
|
(19.0
|
)
|
|
33
|
||||||
Foreign currency exchange
|
3.9
|
|
|
2.5
|
|
|
1.5
|
|
|
56
|
|
16.1
|
|
|
7.6
|
|
|
8.5
|
|
|
112
|
||||||
Total
|
$
|
125.2
|
|
|
$
|
106.3
|
|
|
$
|
19.0
|
|
|
18
|
|
$
|
303.0
|
|
|
$
|
203.5
|
|
|
$
|
99.5
|
|
|
49
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||||||||||||||
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Recurring fee revenues
|
$
|
403.5
|
|
|
$
|
383.5
|
|
|
$
|
20.0
|
|
|
5
|
|
$
|
1,070.8
|
|
|
$
|
1,036.3
|
|
|
$
|
34.5
|
|
|
3
|
Event-driven fee revenues
|
66.5
|
|
|
60.9
|
|
|
5.6
|
|
|
9
|
|
223.1
|
|
|
128.2
|
|
|
94.9
|
|
|
74
|
||||||
Distribution revenues
|
385.4
|
|
|
376.0
|
|
|
9.3
|
|
|
2
|
|
1,090.0
|
|
|
1,078.3
|
|
|
11.7
|
|
|
1
|
||||||
Total
|
$
|
855.3
|
|
|
$
|
820.5
|
|
|
$
|
34.9
|
|
|
4
|
|
$
|
2,384.0
|
|
|
$
|
2,242.9
|
|
|
$
|
141.1
|
|
|
6
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Operating income (GAAP)
|
$
|
130.0
|
|
|
$
|
109.7
|
|
|
$
|
329.5
|
|
|
$
|
234.6
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Amortization of Acquired Intangibles and Purchased Intellectual Property
|
20.2
|
|
|
19.7
|
|
|
59.4
|
|
|
52.8
|
|
||||
Acquisition and Integration Costs
|
1.3
|
|
|
4.2
|
|
|
6.0
|
|
|
12.0
|
|
||||
Adjusted Operating income (Non-GAAP)
|
$
|
151.5
|
|
|
$
|
133.6
|
|
|
$
|
394.9
|
|
|
$
|
299.4
|
|
Operating income margin (GAAP)
|
12.1
|
%
|
|
10.9
|
%
|
|
10.9
|
%
|
|
8.4
|
%
|
||||
Adjusted Operating income margin (Non-GAAP)
|
14.1
|
%
|
|
13.2
|
%
|
|
13.1
|
%
|
|
10.7
|
%
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Net earnings (GAAP)
|
$
|
109.1
|
|
|
$
|
75.9
|
|
|
$
|
221.1
|
|
|
$
|
139.7
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Amortization of Acquired Intangibles and Purchased Intellectual Property
|
20.2
|
|
|
19.7
|
|
|
59.4
|
|
|
52.8
|
|
||||
Acquisition and Integration Costs
|
1.3
|
|
|
4.2
|
|
|
6.0
|
|
|
12.0
|
|
||||
Gain on Sale of Securities
|
(5.5
|
)
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
||||
Taxable adjustments
|
16.1
|
|
|
23.9
|
|
|
59.9
|
|
|
64.8
|
|
||||
Tax Act items
|
—
|
|
|
—
|
|
|
16.1
|
|
|
—
|
|
||||
MAL investment gain
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|
(9.3
|
)
|
||||
Tax impact of adjustments (a)
|
(3.7
|
)
|
|
(7.2
|
)
|
|
(16.7
|
)
|
|
(21.3
|
)
|
||||
Adjusted Net earnings (Non-GAAP)
|
$
|
121.4
|
|
|
$
|
83.3
|
|
|
$
|
280.4
|
|
|
$
|
174.0
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Diluted earnings per share (GAAP)
|
$
|
0.90
|
|
|
$
|
0.63
|
|
|
$
|
1.84
|
|
|
$
|
1.15
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Amortization of Acquired Intangibles and Purchased Intellectual Property
|
0.17
|
|
|
0.16
|
|
|
0.49
|
|
|
0.44
|
|
||||
Acquisition and Integration Costs
|
0.01
|
|
|
0.03
|
|
|
0.05
|
|
|
0.10
|
|
||||
Gain on Sale of Securities
|
(0.05
|
)
|
|
—
|
|
|
(0.05
|
)
|
|
—
|
|
||||
Taxable adjustments
|
0.13
|
|
|
0.20
|
|
|
0.50
|
|
|
0.53
|
|
||||
Tax Act items
|
—
|
|
|
—
|
|
|
0.13
|
|
|
—
|
|
||||
MAL investment gain
|
—
|
|
|
(0.08
|
)
|
|
—
|
|
|
(0.08
|
)
|
||||
Tax impact of adjustments (a)
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.14
|
)
|
|
(0.18
|
)
|
||||
Adjusted earnings per share (Non-GAAP)
|
$
|
1.00
|
|
|
$
|
0.69
|
|
|
$
|
2.33
|
|
|
$
|
1.43
|
|
|
Nine Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Net cash flows provided by operating activities (GAAP)
|
$
|
274.8
|
|
|
$
|
162.1
|
|
Capital expenditures and Software purchases and capitalized internal use software
|
(70.6
|
)
|
|
(69.4
|
)
|
||
Free cash flow (Non-GAAP)
|
$
|
204.2
|
|
|
$
|
92.6
|
|
|
March 31,
2018 |
|
June 30,
2017 |
||||
|
(in millions)
|
||||||
Cash and cash equivalents:
|
|
|
|
||||
Domestic cash
|
$
|
110.7
|
|
|
$
|
86.8
|
|
Cash held by foreign subsidiaries
|
175.5
|
|
|
126.2
|
|
||
Cash held by regulated entities
|
65.9
|
|
|
58.1
|
|
||
Total cash and cash equivalents
|
$
|
352.1
|
|
|
$
|
271.1
|
|
|
Expiration
Date
|
|
Principal amount outstanding at March 31, 2018
|
|
Carrying value at March 31, 2018
|
|
Carrying value at June 30, 2017
|
|
Unused
Available
Capacity
|
|
Fair Value at March 31, 2018
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2017 Revolving Credit Facility
|
February 2022
|
|
$
|
310.0
|
|
|
$
|
310.0
|
|
|
$
|
210.0
|
|
|
$
|
690.0
|
|
|
$
|
310.0
|
|
Fiscal 2014 Senior Notes
|
September 2020
|
|
400.0
|
|
|
398.4
|
|
|
397.9
|
|
|
—
|
|
|
407.9
|
|
|||||
Fiscal 2016 Senior Notes
|
June 2026
|
|
500.0
|
|
|
494.7
|
|
|
494.1
|
|
|
—
|
|
|
484.0
|
|
|||||
Total debt
|
|
|
$
|
1,210.0
|
|
|
$
|
1,203.1
|
|
|
$
|
1,102.1
|
|
|
$
|
690.0
|
|
|
$
|
1,201.9
|
|
Years ending June 30,
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
(in millions)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400.0
|
|
|
$
|
310.0
|
|
|
$
|
500.0
|
|
|
$
|
1,210.0
|
|
|
Nine Months Ended
March 31, |
||||||||||
|
|
|
|
|
Change
|
||||||
|
2018
|
|
2017
|
|
$
|
||||||
|
(in millions)
|
||||||||||
Net cash flows provided by operating activities
|
$
|
274.8
|
|
|
$
|
162.1
|
|
|
$
|
112.7
|
|
Net cash flows used in investing activities
|
$
|
(177.6
|
)
|
|
$
|
(613.0
|
)
|
|
$
|
435.4
|
|
Net cash flows used in financing activities
|
$
|
(20.2
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
(15.3
|
)
|
|
|
|
|
|
|
||||||
Free cash flow:
|
|
|
|
|
|
||||||
Net cash flows provided by operating activities (GAAP)
|
$
|
274.8
|
|
|
$
|
162.1
|
|
|
$
|
112.7
|
|
Capital expenditures and Software purchases and capitalized internal use software
|
(70.6
|
)
|
|
(69.4
|
)
|
|
(1.2
|
)
|
|||
Free cash flow (Non-GAAP)
|
$
|
204.2
|
|
|
$
|
92.6
|
|
|
$
|
111.5
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 1A.
|
RISK FACTORS
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced Plans or Programs (2)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
|||||
January 1, 2018 - January 31, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
9,955,804
|
|
February 1, 2018 - February 28, 2018
|
153,588
|
|
|
98.84
|
|
|
153,588
|
|
|
9,802,216
|
|
|
March 1, 2018 - March 31, 2018
|
114,495
|
|
|
101.33
|
|
|
114,495
|
|
|
9,687,721
|
|
|
Total
|
268,083
|
|
|
$
|
99.90
|
|
|
268,083
|
|
|
|
Item 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
OTHER INFORMATION
|
Item 6.
|
EXHIBITS
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
101
|
|
|
The following financial statements from the Broadridge Financial Solutions, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, formatted in eXtensible Business Reporting Language (XBRL): (i) condensed consolidated statements of earnings for the three and nine months ended March 31, 2018 and 2017, (ii) condensed consolidated statements of comprehensive income for the three and nine months ended March 31, 2018 and 2017, (iii) condensed consolidated balance sheets as of March 31, 2018 and June 30, 2017, (iv) condensed consolidated statements of cash flows for the nine months ended March 31, 2018 and 2017, and (v) the notes to the condensed consolidated financial statements.
|
|
BROADRIDGE FINANCIAL SOLUTIONS, INC.
|
||
|
|
|
|
Date: May 8, 2018
|
By:
|
|
/s/ James M. Young
|
|
|
|
James M. Young
|
|
|
|
Vice President, Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
|
|
10.1
|
|
|
Amendment to the Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan (Amended and Restated Effective November 14, 2013), effective February 6, 2018.
|
|
|
|
|
31.1
|
|
|
Certification of the Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
|
|
Certification of the Chief Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101
|
|
|
The following financial statements from the Broadridge Financial Solutions, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, formatted in eXtensible Business Reporting Language (XBRL): (i) condensed consolidated statements of earnings for the three and nine months ended March 31, 2018 and 2017, (ii) condensed consolidated statements of comprehensive income for the three and nine months ended March 31, 2018 and 2017, (iii) condensed consolidated balance sheets as of March 31, 2018 and June 30, 2017, (iv) condensed consolidated statements of cash flows for the nine months ended March 31, 2018 and 2017, and (v) the notes to the condensed consolidated financial statements.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Broadridge Financial Solutions, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
/s/ Richard J. Daly
|
Richard J. Daly
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Broadridge Financial Solutions, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
/s/ James M. Young
|
James M. Young
|
Vice President, Chief Financial Officer
|
(a)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Richard J. Daly
|
Richard J. Daly
|
Chief Executive Officer
|
(a)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ James M. Young
|
James M. Young
|
Vice President, Chief Financial Officer
|