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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 10, 2020
------------
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

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



5 Dakota Drive
Lake 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 August 11, 2020, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year ended June 30, 2020. On August 11, 2020, the Company also posted an Earnings Webcast & Conference Call Presentation dated August 11, 2020 on the Company’s Investor Relations website at www.broadridge-ir.com.


Item 8.01. Other Events.

On August 10, 2020, Broadridge's Board of Directors (the "Board") declared a quarterly cash dividend of $0.575 per share, payable on October 5, 2020 to stockholders of record at the close of business on September 15, 2020. This declaration reflects the Board's approval of an increase in the annual dividend amount by 6% from $2.16 to $2.30 per share, subject to the discretion of the Board to declare quarterly dividends. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Board, and will depend upon many factors, including the Company’s financial condition, earnings, capital requirements of its businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board deems relevant. A copy of the press release announcing this dividend declaration is attached hereto as Exhibit 99.1.

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 99.1and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 (the “2020 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 8-K and are expressly qualified in their entirety by reference to the factors discussed in the 2020 Annual Report. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed.

Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:

•the potential impact and effects of Covid-19 on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;
•the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;

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•Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;
•a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
•declines in participation and activity in the securities markets;
•the failure of Broadridge’s key service providers to provide the anticipated levels of service;
•a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
•overall market and economic conditions and their impact on the securities markets;
•Broadridge’s failure to keep pace with changes in technology and the demands of its clients;
•Broadridge’s ability to attract and retain key personnel;
•the impact of new acquisitions and divestitures; and
•competitive conditions.

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

Item 9.01. Financial Statements and Exhibits.
Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


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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: August 11, 2020

             BROADRIDGE FINANCIAL SOLUTIONS, INC.
            

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


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EXHIBIT 99.1
BRLOGORGBBLUE2017A1211.JPG        


Broadridge Reports Fiscal 2020 Results
Fourth Quarter Adjusted EPS Growth of 25% and Recurring Revenue Growth of 14%
Fiscal Year Adjusted EPS Growth of 8% and Recurring Revenue Growth of 10%
Record Full Year Closed Sales of $239 Million
Annual Dividend Amount Increasing 6% to $2.30 Per Share
Guidance of 4 - 10% Adjusted EPS Growth in Fiscal Year 2021
NEW YORK, N.Y., August 11, 2020 - Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for its fourth quarter and fiscal year 2020. Results for the three months and fiscal year ended June 30, 2020 compared with the same period last year were as follows:
Summary Financial Results Fourth Quarter Fiscal Year
Dollars in millions, except per share data

2020 2019 Change 2020 2019 Change
Recurring fee revenues $930 $813 14  % $3,036 $2,760 10  %
Total revenues 1,362 1,211 12  % 4,529 4,362 4  %
Operating income 299 241 24  % 625 653 (4  %)
Operating income margin 21.9  % 19.9  % 13.8  % 15.0  %
Adjusted Operating income - Non-GAAP 335 267 25  % 795 746 6  %
Adjusted Operating income margin - Non-GAAP 24.6  % 22.1  % 17.5  % 17.1  %
Diluted EPS $1.97 $1.55 27  % $3.95 $4.06 (3  %)
Adjusted EPS - Non-GAAP $2.15 $1.72 25  % $5.03 $4.66 8  %
Closed sales $112 $72 55  % $239 $233 2  %
“With an exceptional fourth quarter, Broadridge reported strong fiscal year 2020 results including 10% Recurring revenue growth, 8% Adjusted EPS growth, and record closed sales,” said Tim Gokey, Broadridge’s CEO. “Our full-year performance despite event-driven headwinds and the ongoing pandemic further validates the Broadridge business model and value proposition, and gives us even greater confidence in our long-term opportunity.
“I am especially pleased to report that we have achieved our three-year objectives for Recurring revenue growth, margin expansion, and Adjusted EPS growth,” Mr. Gokey added. “Our progress against these goals is a strong indication that our strategic focus on industry solutions for governance, capital markets, and wealth management is on-track.
“Despite macroeconomic uncertainty, our outlook for fiscal 2021 calls for continued organic growth, anchored by a record revenue backlog, and balances cost discipline and increased investment that will position us to take advantage of the recovery and drive long-term growth. To further underscore our confidence in our outlook, we are raising our annual dividend for the fourteenth consecutive year, every year since becoming a public company,” Mr. Gokey concluded.

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Fiscal Year 2021 Financial Guidance  
The Company anticipates:   
Recurring revenue growth 2 - 6%
Total revenue growth 0 - 4%
Adjusted Operating income margin - Non-GAAP Increase of ~100 bps
Adjusted earnings per share growth - Non-GAAP 4 - 10%
Closed sales $190 - 235M

Financial Results for the Fourth Quarter Fiscal Year 2020 compared to Fourth Quarter Fiscal Year 2019
•Total revenues increased 12% to $1,362 million from $1,211 million in the prior year period.
◦Recurring fee revenues increased 14% to $930 million from $813 million. The increase in Recurring fee revenues was driven by high organic growth. Organic growth (10pts) included internal growth (4pts) with positive growth in our Global Technology and Operations (“GTO”) segment driven by higher trading volumes resulting from market volatility coupled with internal growth in our Investor Communication Solutions (“ICS”) segment driven by strong stock record growth and a shift of proxy communications from the third quarter into the fourth quarter as a result of the Covid-19 pandemic (“Covid-19”). Growth was also attributable to acquisitions (5pts).
◦Event-driven fee revenues increased $17 million, or 33%, to $68 million, mainly from higher mutual fund proxy activity.
◦Distribution revenues increased $31 million, or 8%, to $409 million, driven by the increase in fee revenues.
◦Currencies negatively impacted revenues by $13 million due to a combination of foreign acquisitions, continued international revenue growth, and the strengthening of the U.S. dollar against other currencies as compared to the prior year period.
•Operating income was $299 million, an increase of $58 million, or 24%. Operating income margin increased to 21.9%, compared to 19.9% in the prior year period.
◦Adjusted Operating income was $335 million, an increase of $68 million, or 25%. Adjusted Operating income margin increased to 24.6%, compared to 22.1% for the prior year period.
◦The increase in Operating income and Adjusted Operating income was due to the impact of higher Recurring fee revenues and higher event-driven fee revenues.
•Interest expense, net was $16 million, an increase of $4 million, driven by an increase in interest expense from higher borrowings.
•The effective tax rate was 22.1% compared to 20.3% in the prior year period. The increase in the effective tax rate is primarily attributable to the recognition of lower excess tax benefits attributable to stock-based compensation of $6 million in the current year period, compared to $10 million in the comparable prior year period.
•Net earnings increased 25% to $230 million and Adjusted Net earnings increased 24% to $251 million.
◦Diluted earnings per share increased 27% to $1.97, compared to $1.55 in the prior year period and Adjusted earnings per share increased 25% to $2.15, compared to $1.72 in the prior year period.
◦The increase in Diluted earnings per share and Adjusted earnings per share were primarily due to the increase in Recurring fee revenues and higher event-driven fee revenues.
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Segment and Other Results for the Fourth Quarter Fiscal Year 2020 compared to Fourth Quarter Fiscal Year 2019
Beginning in the first quarter of fiscal year 2020, the results for the Company’s Advisor Solutions services that were previously reported in our ICS segment are now reported within the GTO segment. As a result, our prior period segment results have been revised to reflect this change.
Investor Communication Solutions
•ICS total revenues were $1,093 million, an increase of $113 million, or 12%.
◦Recurring fee revenues increased $66 million or 12%, to $616 million. The increase was attributable to revenues from net new business (6pts), internal growth (4pts) and acquisitions (2pts). Internal growth was positively impacted by strong stock record growth and a shift of proxy communications from the third quarter into the fourth quarter as a result of Covid-19.
◦Event-driven fee revenues increased $17 million, or 33%, to $68 million, mainly from higher mutual fund proxy activity.
◦Distribution revenues increased $31 million, or 8%, to $409 million driven by the increase in fee revenue.
•ICS earnings before income taxes were $260 million, an increase of $42 million, or 19%, primarily due to strong stock record growth and an increase in proxy communications into the fourth quarter as a result of Covid-19, the contribution from the increase in other Recurring fee revenues and the increase in event-driven fee revenues. Pre-tax margins increased to 23.8% from 22.2%.
Global Technology and Operations
•GTO Recurring fee revenues were $314 million, an increase of $51 million, or 19%. The increase was attributable to the combination of revenues from acquisitions (10pts) and organic growth (9pts). Organic growth benefited from higher trading volumes resulting from market volatility and revenue from onboarding of new sales.
•GTO earnings before income taxes were $72 million, an increase of $7 million, or 11%, compared to $65 million in the prior year period. The increased earnings were primarily due to higher organic revenues, partially offset by expenditures to implement and support new business. Pre-tax margins decreased to 23.0% from 24.7%.
Other
•Other Loss before income tax decreased 28% to $39 million from $55 million in the prior year period. The decreased loss was primarily due to lower compensation expense versus the prior year period and gain on sale of investments.

Financial Results for the Fiscal Year 2020 compared to Fiscal Year 2019
•Total revenues increased 4% to $4,529 million from $4,362 million in the prior year period.
◦Recurring fee revenues increased 10% to $3,036 million from $2,760 million. The increase in Recurring fee revenues includes growth from acquisitions (6pts) and Organic growth (4pts).
◦Event-driven fee revenues decreased $66 million, or 27%, to $178 million, due to decreased activity in mutual fund proxy, equity special meetings and equity contests compared to the prior year period.
◦Distribution revenues decreased $9 million, or 1%, to $1,451 million, primarily from the decrease in event-driven fee revenues.
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◦Currencies negatively impacted revenues by $34 million due to a combination of foreign acquisitions, continued international revenue growth, and the strengthening of the U.S. dollar against other currencies.
•Operating income was $625 million, a decrease of $28 million, or 4%. Operating income margin decreased to 13.8%, compared to 15.0% for the prior year period.
◦Adjusted Operating income was $795 million, an increase of $48 million, or 6%, Adjusted Operating income margin increased to 17.5%, compared to 17.1% in the prior period.
◦The decrease in Operating income margin was partly due to charges associated with the information technology agreement with International Business Machines for private cloud services (“IBM Private Cloud Agreement”). Adjusted Operating income margin increased due to an increase in Recurring fee revenues, partially offset by a decrease in event-driven fee revenues.
•Interest expense, net was $59 million, an increase of $17 million, or 41%, driven by an increase in interest expense from higher borrowings primarily related to acquisitions.
•The effective tax rate was 20.2% compared to 20.6%. The effective tax rate was lowered by higher discrete tax benefits, partially offset by lower excess tax benefits of $16 million from $19 million in the prior year period.
•Net earnings decreased 4% to $462 million and Adjusted Net earnings increased 6% to $588 million.
◦Diluted earnings per share decreased 3% to $3.95, compared to $4.06 in the prior year period and Adjusted earnings per share increased 8% to $5.03, compared to $4.66 in the prior year period.
◦The decrease in Diluted earnings per share was primarily due to the decrease in event-driven fee revenues, charges associated with the IBM Private Cloud Agreement, and higher acquisition amortization expense, partially offset by higher Recurring fee revenues. The increase in Adjusted earnings per share was primarily due to higher Recurring fee revenues, partially offset by a decrease in event-driven fee revenues.

Segment and Other Results for Fiscal Year 2020 compared to Fiscal Year 2019
Beginning in the first quarter of fiscal year 2020, the results for the Company’s Advisor Solutions services that were previously reported in our ICS segment are now reported within the GTO segment. As a result, our prior period segment results have been revised to reflect this change.
Investor Communication Solutions
•ICS total revenues were $3,491 million, an increase of $23 million, or 1%.
◦Recurring fee revenues increased $98 million, or 6%, to $1,862 million. The increase was attributable to organic growth (3pts) and revenues from acquisitions (2pts). Organic growth reflected continued growth from new sales. Internal growth was negative (-1pts) as 10% position growth in annual equity proxy communications and 2% position growth for mutual fund and exchange traded funds interims were offset by lower customer communications volumes and lower revenue from other services.
◦Event-driven fee revenues decreased $66 million, or 27%, to $178 million, due to decreased activity in mutual fund proxy, equity special meetings and equity contests compared to the prior year period.
◦Distribution revenues decreased $9 million, or 1%, to $1,451 million, from the decrease in event-driven fee revenues, which more than offset the impact of higher Recurring fee revenues.
•ICS earnings before income taxes were $464 million, a decrease of $42 million, or 8%, due to lower event-driven fee activity more than offsetting the contribution from higher Recurring fee revenues. Pre-tax margins decreased to 13.3% from 14.6%.
Global Technology and Operations
•GTO Recurring fee revenues were $1,174 million, an increase of $178 million, or 18%. Revenue from acquisitions, including software license sales, contributed (11pts) to the increase and organic growth
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contributed (7pts). Organic growth was driven by both net new business and internal growth, as internal growth was driven by higher trading volumes resulting from market volatility.
•GTO earnings before income taxes were $245 million, an increase of $32 million, or 15%, compared to $213 million in the prior year period. The increased earnings were due to higher revenues from acquisitions and higher organic revenues, partially offset by the impact of expenditures to implement and support new business and the amortization of acquired intangibles. Pre-tax margins decreased to 20.9% from 21.3%.
Other
•Other Pre-tax loss increased 12% to $146 million from $131 million in the prior year period. The increased loss was primarily due to charges associated with the IBM Private Cloud Agreement and higher interest expense versus the prior year period, partially offset by lower compensation expense and gain on sale of investments.

Dividend Declaration and Increase
On August 10, 2020, Broadridge's Board of Directors declared a quarterly dividend of $0.575 per share payable on October 5, 2020 to stockholders of record on September 15, 2020. This declaration reflects the Board's approval of an increase in the annual dividend amount by 6% from $2.16 to $2.30 per share, subject to the discretion of the Board to declare quarterly dividends. With this increase, the Company's annual dividend has increased for the 14th consecutive year since becoming a public company in 2007.

Earnings Conference Call
An analyst conference call will be held today, Tuesday, August 11, 2020 at 8:30 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the live event and access the slide presentation, visit Broadridge’s Investor Relations website at www.broadridge-ir.com prior to the start of the webcast. To listen to the call, investors may also dial 1-877-328-2502 within the United States and international callers may dial 1-412-317-5419.
A replay of the webcast will be available and can be accessed in the same manner as the live webcast at the Broadridge Investor Relations site. Through August 25, 2020, the recording will also be available by dialing 1-877-344-7529 passcode: 10145876 within the United States or 1-412-317-0088 passcode: 10145876 for international callers.

Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures
The Company’s results in this press release are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, and Free cash flow. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.
The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, for internal planning and forecasting purposes and in the calculation of performance-based compensation. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.
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Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share
These Non-GAAP measures reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, as adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing operating performance. These adjusted measures exclude the impact of: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, (ii) Acquisition and Integration Costs, (iii) IBM Private Cloud Charges, (iv) the Gain on Sale of a Joint Venture Investment, and (v) Covid-19 Related Expenses. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company's acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. IBM Private Cloud Charges represent a charge on the hardware assets to be transferred to IBM and other charges related to the IBM Private Cloud Agreement. The Gain on Sale of a Joint Venture Investment represents a non-operating, cash gain on the sale of one of the Company’s joint venture investments. Covid-19 Related Expenses represents certain non-recurring expenses associated with the Covid-19 pandemic.
We exclude IBM Private Cloud Charges, the Gain on Sale of a Joint Venture Investment, and Covid-19 Related Expenses from our Adjusted Operating income and other earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and these items do not reflect ordinary operations or earnings. We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
Free Cash Flows
In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures as well as Software purchases and capitalized internal use software.
Reconciliations of such Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the tables that are part of this press release.
Forward-Looking Statements
This press release and other written or oral statements made from time to time by representatives of Broadridge may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. In particular, information appearing in the “Fiscal Year 2021 Financial Guidance” section are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors described and discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2020 (the “2020 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 2020 Annual Report.
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These risks include:
•the potential impact and effects of Covid-19 on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;
•the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
•Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;
•a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
•changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
•declines in participation and activity in the securities markets;
•the failure of Broadridge’s key service providers to provide the anticipated levels of service;
•a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
•overall market and economic conditions and their impact on the securities markets;
•Broadridge’s failure to keep pace with changes in technology and the demands of its clients;
•Broadridge’s ability to attract and retain key personnel;
•the impact of new acquisitions and divestitures; and
•competitive conditions.
Broadridge disclaims any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

About Broadridge
Broadridge Financial Solutions, Inc. (NYSE: BR), a U.S $4 billion global Fintech leader, is a leading provider of investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers and corporate issuers. Broadridge's infrastructure underpins proxy voting services for over 50 percent of public companies and mutual funds globally, and processes on average more than U.S. $8 trillion in fixed income and equity securities trades per day. Broadridge is part of the S&P 500® Index and employs over 12,000 associates in 17 countries.

For more information about Broadridge, please visit www.broadridge.com.

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

Elsa Ballard
Media:
Gregg Rosenberg
(212) 918-6966


(212) 973-6197





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Condensed Consolidated Statements of Earnings
(Unaudited)
In millions, except per share amounts Three Months Ended 
 June 30, 		Fiscal Year Ended 
June 30,
2020 2019 2020 2019
Revenues $ 1,361.9    $ 1,211.2    $ 4,529.0    $ 4,362.2   
Operating expenses:
      Cost of revenues 884.2    811.6    3,265.1    3,131.9   
      Selling, general and administrative expenses 178.9    158.8    639.0    577.5   
      Total operating expenses 1,063.1    970.4    3,904.1    3,709.5   
Operating income 298.8    240.8    624.9    652.7   
Interest expense, net (15.6)   (11.4)   (58.8)   (41.8)  
Other non-operating income (expenses), net 11.6    0.7    13.4    (3.7)  
Earnings before income taxes 294.8    230.0    579.5    607.3   
Provision for income taxes 65.1    46.8    117.0    125.2   
Net earnings $ 229.7    $ 183.2    $ 462.5    $ 482.1   
Basic earnings per share $ 2.00    $ 1.59    $ 4.03    $ 4.16   
Diluted earnings per share $ 1.97    $ 1.55    $ 3.95    $ 4.06   
Weighted-average shares outstanding:
      Basic 115.0    115.3    114.7    115.9   
      Diluted 116.8    117.8    117.0    118.8   

Amounts may not sum due to rounding.





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Condensed Consolidated Balance Sheets
(Unaudited)
In millions, except per share amounts June 30,
2020 		June 30,
2019
Assets
Current assets:
Cash and cash equivalents $ 476.6    $ 273.2   
Accounts receivable, net of allowance for doubtful accounts of $9.8 and $2.6, respectively 711.3    664.0   
Other current assets 140.1    105.2   
Total current assets 1,328.0    1,042.3   
Property, plant and equipment, net 161.6    189.0   
Goodwill 1,674.5    1,500.0   
Intangible assets, net 583.8    556.2   
Other non-current assets 1,141.9    593.1   
Total assets $ 4,889.8    $ 3,880.7   
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt $ 399.9    $ —   
Payables and accrued expenses 829.9    711.7   
Contract liabilities 111.2    90.9   
Total current liabilities 1,341.0    802.6   
Long-term debt 1,387.6    1,470.4   
Deferred taxes 126.8    86.7   
Contract liabilities 175.4    160.7   
Other non-current liabilities 512.4    232.8   
Total liabilities 3,543.2    2,753.2   
Commitments and contingencies
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none —    —   
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 154.5 and 154.5 shares, respectively; outstanding, 115.1 and 114.3 shares, respectively 1.6    1.6   
Additional paid-in capital 1,178.5    1,109.3   
Retained earnings 2,302.6    2,087.7   
Treasury stock, at cost: 39.3 and 40.2 shares, respectively (2,035.7)   (1,999.8)  
Accumulated other comprehensive loss (100.4)   (71.2)  
Total stockholders’ equity 1,346.5    1,127.5   
Total liabilities and stockholders’ equity $ 4,889.8    $ 3,880.7   

Amounts may not sum due to rounding.

9

Condensed Consolidated Statements of Cash Flows
(Unaudited)
Dollars in millions

Fiscal Year
2020 2019
Cash Flows From Operating Activities
Net earnings $ 462.5    $ 482.1   
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation and amortization 73.8    85.2   
Amortization of acquired intangibles and purchased intellectual property 122.9    87.4   
Amortization of other assets 102.6    87.4   
Write-down of long-lived assets 30.4    —   
Stock-based compensation expense 60.8    58.4   
Deferred income taxes 29.0    (3.5)  
Other (26.9)   (37.6)  
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Current assets and liabilities:
Increase in Accounts receivable, net (33.5)   (34.9)  
Increase in Other current assets (17.9)   (7.3)  
Increase (decrease) in Payables and accrued expenses 58.6    (10.9)  
Increase in Contract liabilities 12.2    15.1   
Non-current assets and liabilities:
Increase in Other non-current assets (352.7)   (188.3)  
Increase in Other non-current liabilities 76.4    83.8   
Net cash flows provided by operating activities 598.2    617.0   
Cash Flows From Investing Activities
Capital expenditures (62.7)   (50.6)  
Software purchases and capitalized internal use software (36.0)   (22.0)  
Acquisitions, net of cash acquired (339.1)   (354.7)  
Other investing activities (3.8)   (6.3)  
Net cash flows used in investing activities (441.7)   (433.5)  
Cash Flows From Financing Activities
Debt proceeds 1,621.9    803.1   
Debt repayments (1,292.8)   (387.4)  
Dividends paid (241.0)   (211.2)  
Purchases of Treasury stock (69.3)   (397.8)  
Proceeds from exercise of stock options 41.8    31.1   
Other financing activities (9.4)   (10.8)  
Net cash flows provided by (used in) financing activities 51.2    (173.1)  
Effect of exchange rate changes on Cash and cash equivalents (4.3)   (1.1)  
Net change in Cash and cash equivalents 203.4    9.2   
Cash and cash equivalents, beginning of period 273.2    263.9   
Cash and cash equivalents, end of period $ 476.6    $ 273.2   

Amounts may not sum due to rounding.

10


             Segment Results
              (Unaudited)
In millions Three Months Ended 
 June 30, 		Fiscal Year Ended 
 June 30,
2020 2019 2020 2019
Revenues
Investor Communication Solutions $ 1,092.9    $ 979.6    $ 3,491.3    $ 3,468.3   
Global Technology and Operations 313.9    263.1    1,174.2    996.3   
Foreign currency exchange (44.8)   (31.5)   (136.4)   (102.4)  
Total $ 1,361.9    $ 1,211.2    $ 4,529.0    $ 4,362.2   
Earnings (Loss) before Income Taxes
Investor Communication Solutions $ 259.8    $ 217.7    $ 464.1    $ 506.2   
Global Technology and Operations 72.1    65.1    245.0    212.5   
Other (39.3)   (54.7)   (146.3)   (130.9)  
Foreign currency exchange 2.1    1.9    16.8    19.4   
Total $ 294.8    $ 230.0    $ 579.5    $ 607.3   
Pre-tax margins:
Investor Communication Solutions 23.8  % 22.2  % 13.3  % 14.6  %
Global Technology and Operations 23.0  % 24.7  % 20.9  % 21.3  %
        
Amounts may not sum due to rounding.

Note: The results for the Company’s Advisor Solutions services that were previously reported in our Investor Communication Solutions reportable segment are now reported within the Global Technology and Operations reportable segment. As a result, our prior period segment results have been revised to reflect this change in reporting segments, which resulted in transferring $10.5 million and $42.8 million of revenues, respectively, and $0.9 million and $2.2 million of earnings before income taxes, respectively, for the three months and fiscal year ended June 30, 2019.





11


Supplemental Reporting Detail - Additional Product Line Reporting
(Unaudited)
In millions Three Months Ended
June 30, 		Fiscal Year Ended
June 30,
Investor Communication Solutions 2020 2019 Change 2020 2019 Change
Equity Proxy $ 264.9    $ 211.4    25  % $ 473.3    $ 437.0    8  %
Mutual fund and exchange-traded funds (“ETF”) interims 66.9    65.3    2  % 284.6    265.9    7  %
Customer communications and fulfillment 179.9    177.8    1  % 735.4    736.4    —  %
Other ICS 104.6    95.9    9  % 368.7    324.8    14  %
         Total ICS Recurring fee revenues 616.3    550.4    12  % 1,862.0    1,764.0    6  %
Equity and other 24.6    28.3    (13  %) 79.5    107.3    (26  %)
Mutual funds 43.1    22.7    90  % 98.5    137.2    (28  %)
         Total ICS Event-driven fee revenues 67.8    51.0    33  % 178.0    244.5    (27  %)
Distribution revenues 408.8    378.2    8  % 1,451.2    1,459.8    (1  %)
Total ICS Revenues $ 1,092.9    $ 979.6    12  % $ 3,491.3    $ 3,468.3    1  %
Global Technology and Operations
Equities and Other $ 268.8    $ 219.7    22  % $ 996.2    $ 831.7    20  %
Fixed income 45.1    43.4    4  % 178.0    164.6    8  %
         Total GTO Recurring fee revenues 313.9    263.1    19  % 1,174.2    996.3    18  %
Foreign currency exchange (44.8)   (31.5)   42  % (136.4)   (102.4)   33  %
         Total Revenues $ 1,361.9    $ 1,211.2    12  % $ 4,529.0    $ 4,362.2    4  %
Revenues by Type
Recurring fee revenues $ 930.2    $ 813.5    14  % $ 3,036.3    $ 2,760.3    10  %
Event-driven fee revenues 67.8    51.0    33  % 178.0    244.5    (27  %)
Distribution revenues 408.8    378.2    8  % 1,451.2    1,459.8    (1  %)
Foreign currency exchange (44.8)   (31.5)   42  % (136.4)   (102.4)   33  %
         Total Revenues $ 1,361.9    $ 1,211.2    12  % $ 4,529.0    $ 4,362.2    4  %

Amounts may not sum due to rounding.

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











12


Select Operating Metrics
(Unaudited)
Three Months Ended
June 30, 		Fiscal Year Ended
June 30,
In millions 2020 2019 % Change 2020 2019 % Change
Closed Sales $111.8 $72.1 55% $238.9 $233.3 2%
Record Growth1
Equity proxy 11% 6% 10% 6%
Mutual fund interims 2% 5% 2% 9%
Internal Trade Growth2
Equity 27% — 8% 6%
Fixed Income 5% 9% 12% 5%
Amounts may not sum due to rounding.
1 Stock record growth and interim record growth measure the estimated annual change in total positions eligible for equity proxy materials and mutual fund & ETF interim communications, respectively, for equities and mutual fund position data reported to Broadridge in both the current and prior year periods.
2 Internal trade growth represents the estimate change in trade volumes for clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods.



13


Reconciliation of Non-GAAP to GAAP Measures
(Unaudited)
In millions, except per share amounts Three Months Ended 
 June 30, 		Fiscal Year Ended 
 June 30,
2020 2019 2020 2019
Reconciliation of Adjusted Operating Income
Operating income (GAAP) $ 298.8    $ 240.8    $ 624.9    $ 652.7   
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 32.0    23.1    122.9    87.4   
Acquisition and Integration Costs 3.5    3.2    12.5    6.4   
IBM Private Cloud Charges (1.6)   —    32.0    —   
Covid-19 Related Expenses 2.4    —    2.4    —   
Adjusted Operating income (Non-GAAP) $ 335.2    $ 267.1    $ 794.8    $ 746.5   
Operating income margin (GAAP) 21.9  % 19.9  % 13.8  % 15.0  %
Adjusted Operating income margin (Non-GAAP) 24.6  % 22.1  % 17.5  % 17.1  %
Reconciliation of Adjusted Net earnings
Net earnings (GAAP) $ 229.7    $ 183.2    $ 462.5    $ 482.1   
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 32.0    23.1    122.9    87.4   
Acquisition and Integration Costs 3.5    3.2    12.5    6.4   
IBM Private Cloud Charges (1.6)   —    32.0    —   
Covid-19 Related Expenses 2.4    —    2.4    —   
Gain on Sale of a Joint Venture Investment (6.5)   —    (6.5)   —   
     Taxable adjustments 29.9    26.3    163.4    93.8   
Tax impact of adjustments (a) (8.4)   (6.7)   (37.4)   (22.3)  
Adjusted Net earnings (Non-GAAP) $ 251.2    $ 202.9    $ 588.5    $ 553.6   
Reconciliation of Adjusted EPS
Diluted earnings per share (GAAP) $ 1.97    $ 1.55    $ 3.95    $ 4.06   
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 0.27    0.20    1.05    0.74   
Acquisition and Integration Costs 0.03    0.03    0.11    0.05   
IBM Private Cloud Charges (0.01)   —    0.27    —   
Covid-19 Related Expenses 0.02    —    0.02    —   
Gain on Sale of a Joint Venture Investment (0.06)   —    (0.06)   —   
     Taxable adjustments 0.26    0.22    1.40    0.79   
Tax impact of adjustments (a) (0.07)   (0.06)   (0.32)   (0.19)  
Adjusted earnings per share (Non-GAAP) $ 2.15    $ 1.72    $ 5.03    $ 4.66   

(a) Calculated using the GAAP effective tax rate, adjusted to exclude $5.8 million and $15.6 million of excess tax benefits associated with stock-based compensation for the three months and fiscal year ended June 30, 2020, and $10.1 million and $19.3 million of excess tax benefits associated with stock-based compensation for the three months and fiscal year ended June 30, 2019. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

14


Fiscal Year
2020 2019
Reconciliation of Free Cash Flow
Net cash flows provided by operating activities (GAAP) $ 598.2    $ 617.0   
Capital expenditures and Software purchases and capitalized internal use software (98.7)   (72.6)  
Free cash flow (Non-GAAP) $ 499.5    $ 544.4   

Amounts may not sum due to rounding.


Fiscal Year 2021 Guidance
Reconciliation of Non-GAAP to GAAP Measures
Adjusted Earnings Per Share Growth and Adjusted Operating Income Margin
(Unaudited)
FY21 Adjusted Earnings Per Share Growth Rate (a)
Diluted earnings per share - GAAP 10 - 18% growth
Adjusted earnings per share - Non-GAAP 4 - 10% growth
FY21 Adjusted Operating Income Margin (b)
Operating income margin % - GAAP     Increase of ~180 bps
Adjusted Operating income margin % - Non-GAAP Increase of ~100 bps
        
(a) Adjusted earnings per share growth (Non-GAAP) is adjusted to exclude the projected impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, and is calculated using diluted shares outstanding. Fiscal year 2021 Non-GAAP Adjusted earnings per share guidance estimates exclude, net of taxes, approximately $0.87 per share.

(b) Adjusted Operating income margin (Non-GAAP) is adjusted to exclude the projected impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs. Fiscal year 2021 Non-GAAP Adjusted Operating income margin guidance estimates exclude, net of taxes, approximately $133 million.


15

EXHIBIT 99.2 Earnings Webcast and Conference Call FOURTH QUARTER AND FISCAL YEAR 2020 August 11, 2020

 
Forward-Looking Statements This presentation and other written or oral statements made from time to time by representatives of Broadridge Financial Solu tions, Inc. ("Broadridge" or the "Company") may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. In particular, information appearing in the “Fiscal Year 2021 Guidance” section are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may c ause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors discussed in Part I, “Item 1 A. Risk Factors”of the Annual Report on Form 10-K for the year ended June 30, 2020 (the “2020 Annual Report”), as they may be updated in any future reports fi led 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 2020 Annual Report. These risks include: • 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; • the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; • Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms; • a material security breach or cybersecurity attack affecting the information of Broadridge's clients; • changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge; • declines in participation and activity in the securities markets; • the failure of Broadridge's key service providers to provide the anticipated levels of service; • a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; • overall market and economic conditions and their impact on the securities markets; • Broadridge’s failure to keep pace with changes in technology and the demands of its clients; • Broadridge’s ability to attract and retain key personnel; • the impact of new acquisitions and divestitures; and • competitive conditions. Broadridge disclaims any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law. Use of Material Contained Herein The information contained in this presentation is being provided for your convenience and information only. This information is accurate as of the date of its initial presentation. If you plan to use this information for any purpose, verification of its continued accuracy is y our responsibility. Broadridge assumes no duty to update or revise the information contained in this presentation. | © 2020 1

 
Use of Non-GAAP Financial Measures Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures The Company’s results in this presentation are presented in accordance with U.S. generally accepted accounting principles ("G AAP") except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Adjusted EBITDA, EBITDAR and Free cash flow. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results. The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, for internal planning, evaluating leverage, forec asting purposes and in the calculation of performance-based compensation. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non -GAAP financial measures in the evaluation process for determining management compensation. Key Performance Indicators Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performa nce. These performance indicators include Revenue and Recurring fee revenue, as well as Non-GAAP measures of Adjusted Operating income, Adjusted Net earnings, Adjusted Diluted earnings per share, Free Cash flow, and Closed sales. In addition, management focuses on select op erating metrics specific to Broadridge of Record Growth and Internal Trade Growth. For more information on our key performance measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations--Key Performance Indicators” in our 2020 Annual Report. Please see slides 23-28 for further explanation of our Non-GAAP Measures, the reasons we believe these Non-GAAP measures are helpful to our investors, and reconciliations of these Non-GAAP measures to the most directly comparable GAAP measures. | © 2020 2

 
Highlights ▪ Broadridge is executing well in this new and challenging environment • Health and safety of our associates remains our top priority • Our associates and technology are processing record investor communication levels and heavy trading volumes ▪ Exceptional Fourth Quarter results highlight strength of our value proposition and resilience of our business model • Recurring revenue growth of 14% and Total revenue growth of 12% • Event-driven revenues rose $17 million • Diluted EPS rose 27% and Adjusted EPS rose 25% • Second strongest Closed Sales quarter on record ▪ Strong Fiscal Year 2020 results despite decline in full year event-driven revenues and backdrop of the Covid-19 pandemic across the globe • FY20 Recurring revenue growth of 10% • Diluted EPS decline of (3)% and Adjusted EPS growth of 8% • FY20 Results and FY21 outlook support 6% annual dividend increase | © 2020 3

 
Fiscal Year 2020 Results: ICS and GTO Revenues ICS GTO Dollars in millions +1% $3,468 $3,491 +18% $1,174 $996 Recurring $1,764 $1,862 +6% Event- Driven $244 $178 (27)% Distribution $1,460 $1,451 FY19 FY20 FY19 FY20 Note: Amounts may not sum due to rounding. | © 2020 4

 
Record Sales Building Revenue Backlog Year-over-Year Closed Sales Recurring Revenue Backlog as of Performance1 June 301,2 • Record full year Closed Sales of $239M; Dollars in millions including Q4 as second highest quarter in +8% our history • Next-gen Governance included strong VSM sales and new market-leading SRD II solution • Continued strong sales across Capital 12% Markets including a significant sale to a 12% of FY20 European bank, a derivatives solution to a of FY19 $355 Recurring Recurring $330 Revenue leading futures broker, and the first sale of Revenue our DLT-based repo solution • Wealth and Investment Management sales also contributed, especially our Canadian wealth and advisor compensation solutions FY19 FY20 • Strong sales momentum in Customer Communications 1. Closed Sales and Recurring Revenue Backlog are Broadridge estimates and subject to revision. 2. Recurring Revenue Backlog represents an estimate of first year revenues from Closed sales that have not yet been recognized and are expected to be recognized. | © 2020 5

 
Performance vs. FY17-FY20 Three Year Growth Objectives Performance Investor Day FY17-FY20 Growth Objectives 3-year CAGR Organic recurring fee revenue growth 5 – 7% 5% ✓ Recurring fee revenue growth 7 – 9% 7% ✓ Total revenue growth 5 – 7% 3% Adjusted Operating income margin expansion ~50bps/yr. ~83bp/yr. ✓ * Adjusted earnings per share growth 14 – 18% 17% ✓ *9-13% excluding impact of Tax Act. Results excluding impact of Tax Act were 12% | © 2020 6

 
Regulatory Update Modernization • Proposes summary annual, semi-annual reports to replace current long-form reports of mutual fund and eliminates overlapping annual prospectus as part of layered approach • Positive direction for fund industry, individual investors, and Broadridge communications • Reinforces importance of communications to individual investors, creates simpler and “Rule 498B” more engaging content, and strong path to digital • Likely neutral to BR. Impacts annual prospectus revenue (~$60M) while creating Proposed on opportunity to drive more engaging and lower-cost content for funds 8/5/20 • Timing and implementation of final rules uncertain but likely 2-3 years Rule 30e-3 • Mutual funds to opt-in shareholders to receive “Notice-and-Access” beginning Jan ‘21 “Notice-and- • Modestly net positive (higher recurring revenue, lower distribution revenues) Access” • Will be superseded by 498B upon implementation of streamlined reports Mutualfunds • Broadridge comment letter in October 2018 laid out the Company’s strong track Mutual fund record of value ($400M+ annually) delivered to the mutual fund industry and interim fees identified future savings • Since Broadridge’s comment letter, fees discussion rolled into proxy working groups (no timeline for issuing a recommendation to the SEC) Proxy • Currently implementing end-to-end vote confirmation for institutional clients Roundtable • Little economic impact to Broadridge Equity proxy | © 2020 7

 
Broadridge Remains Well-Positioned for Growth ▪ Covid-19 pandemic is accelerating long-term trends driving our growth • Need for resiliency is adding urgency to mutualization discussions • Digitization is likely to accelerate • Ability to adapt data and new technologies critical to driving differentiation ▪ We are increasing investment in our people, platforms, and products to meet that challenge • Strong cost measures to protect against uncertainty • Continuing to invest in talent and technology • Increasing investment in next-generation resiliency and digitization ▪ Broadridge on track for continued growth in FY21, despite macroeconomic uncertainty • 2 - 6% Recurring revenue growth • 4 - 10% Adjusted EPS growth ▪ Focus on long-term and continued investment leaves Broadridge better positioned than ever for growth | © 2020 8

 
Financial Highlights ▪1 Strong finish to the fiscal year ▪2 Event-Driven activity at highest point this year in Q4, but an overall modest year ▪3 Record full year Closed Sales demonstrate the strength and resilience of the Broadridge model ▪4 We have good visibility into our Recurring revenue backlog, which grew to $355M this year – an indicator of our ability to generate ongoing revenue growth ▪5 Our balance sheet is strong and healthy ▪6 FY21 guidance calls for continued top and bottom-line growth, and increased investment | © 2020 9

 
Fourth Quarter 2020 Revenue Growth Drivers ▪ Fourth Quarter 2020 Recurring revenues grew 14% to $930 million Organic Growth: 10% $623M $576M +5 pts. +4 pts. +14% +7 pts. $0.9B $0.8B (2) pts. ▪ Fourth Quarter 2020 Total revenues grew 12% to $1.362 billion +3 pts. +12% +10 pts. +1 pt. (1) pt. $1,362M$1.4B $1.2B $1,211M Note: Amounts may not sum due to rounding. | © 2020 10

 
Fourth Quarter Fiscal 2020 ICS Results Total Revenues Recurring Revenues Highlights Dollars in millions • Strong organic growth driven by 11% +12% +12% stock record growth, Covid-19 related production shifts, and record number $1,093 $616 of VSMs $980 $550 • Data and analytics product growth $265 $616 Equity Proxy $211 remains strong but was offset by lower Recurring $550 interest rates and lower retirement MF & ETF Interims $65 $67 assets under administration $68 Event $51 • Event-Driven revenues rose a higher- Customer Comms. $178 $180 than-expected 33% Distribution $378 $409 Other ICS $96 $105 FY19 FY20 FY19 FY20 Net New Business 6 pts Internal Growth 4 pts Organic Recurring Revenue Growth 10% Acquisitions 2 pts Total Growth 12% Note: Amounts may not sum due to rounding. | © 2020 11

 
Event-Driven Revenues FY07 – FY20 Dollars in millions $300 284 256 $250 244 59 219 203 200 199 134 $200 180 173 107 178 $194M 59 156 156 86 73 83 $150 67 135 132 71 80 54 58 52 $100 197 57 141 149 137 130 117 132 $50 113 101 98 101 98 83 75 $0 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 Equity & Other Mutual Fund Average ($194M) Note: Significant mutual fund proxy events were noted in FY10 Q2, FY17 Q4, FY18 Q2, and FY19 Q1. Note: Amounts may not sum due to rounding. | © 2020 12

 
Fourth Quarter Fiscal 2020 GTO Results Total GTO Revenues Highlights Dollars in millions • 19% revenue growth driven by balance +19% of organic growth and contribution $314 from acquisitions $263 • 9% Organic growth propelled by continued increase in trading volumes in both the U.S and Canada (equity volumes up 27%) • Strong new client onboardings also contributed to growth FY19 FY20 Net New Business 4 pts Internal Growth 5 pts Organic Recurring Revenue Growth 9% Acquisitions 10 pts Total Growth 19% | © 2020 13

 
Fourth Quarter 2020 Operating Income and EPS Dollars in millions, except per share amounts Year-over-Year Change in Operating Income Year-over-Year Change in EPS and Adjusted Operating Income and Adjusted EPS | © 2020 14

 
Capital Allocation and Summary Balance Sheet Select Uses of Cash Year To Date Summary Balance Sheet As of June 30, 2020 As of June 30, 2020 Dollars in millions Assets Cash and cash equivalents $ 477 1 Client Platform Spend $157 Other assets 4,413 $255 Total assets $ 4,890 CapEx2 $99 Liabilities and Stockholder’s Equity Current portion of long-term debt $ 400 3 Long-term debt 1,388 Targeted M&A $339 Total debt outstanding $ 1,788 Dividends Buy-backs 4 Other liabilities 1,756 Returned to Total liabilities $ 3,543 Shareholders $241 $27 $269 LeverageTotal stockholders’ Ratio (Non equity-GAAP) $ 1,346.5 Adjusted Gross Debt5 2.0x Note: Amounts may not sum due to rounding (1) Net cash spent on new client conversions, including development of platform capabilities (2) Includes Software Purchases and capitalized internal use software (3) Includes deferred acquisition payments of approximately $41M related to the FY19 acquisition of RPM Technologies (4) Total share repurchase net of option proceeds (5) Defined as total long-term and short-term debt plus present value of operating lease liabilities, over trailing 12 months EBITDAR. See slides 23-28 for explanation and reconciliations of these Non-GAAP measures. | © 2020 15

 
Fiscal Year 2021 Guidance Guidance Recurring Revenue growth 2 – 6% Total revenue growth 0 – 4% Adjusted Operating income margin Increase of ~100 bps Adjusted earnings per share growth 4 – 10% Closed Sales $190 – $235M | © 2020 16

 
Fiscal Year 2020 vs. Fiscal Year 2019 | © 2020 17

 
Fiscal Year 2020 Revenue Growth Drivers ▪ Fiscal Year 2020 Recurring revenues grew 10% to $3.036 billion Organic Growth: 4% +6 pts. +10%$623M +6 pts. +1 pt. $3.0B $576M (2) pts. $2.8B ▪ Fiscal Year 2020 Total revenues grew by 4% to $4.529 billion +6 pts. $3,151M +4% (2) pts. (0) pt. -1 pt. $4.5B $4.4B Note: Amounts may not sum due to rounding. | © 2020 18

 
Full Year Fiscal 2020 Results ICS GTO Dollars in millions Total Revenues Recurring Revenues +18% +1% +6% $3,468 $3,491 $1,862 $1,174 $1,764 $473 $996 Equity Proxy $437 Recurring $1,764 $1,862 MF & ETF Interims $266 $285 Event Driven $244 $178 Customer Comms. $736 $735 Distribution $1,460 $1,451 Other ICS $325 $369 FY19 FY20 FY19 FY20 FY19 FY20 Note: Amounts may not sum due to rounding. | © 2020 19

 
Fiscal Year 2020 Operating Income and EPS Dollars in millions, except per share amounts Year-over-Year Change in Operating Income Year-over-Year Change in EPS and Adjusted Operating Income and Adjusted EPS | © 2020 20

 
Supplemental Reporting Detail - Product Line Reporting1 (1) FY2019 revenues have been revised to reflect the Broadridge Advisor Solutions organizational change. This change had the effect of transferring revenues previously reported in the ICS segment to the GTO segment. In the aggregate, the Total revenues transferred in FY2019 were $4 3 million. Note: Amounts may not sum due to rounding. | © 2020 21

 
Explanation of Non-GAAP Measures and Reconciliation of GAAP to Non-GAAP Measures | © 2020 22

 
Non-GAAP Measures Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share, Adjusted EBITDA and EBITDAR Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings and Adjusted earnings per share reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, as adjusted to exclude the impact of certain costs, expenses, ga ins and losses and other specified items that management believes are not indicative of our ongoing operating performance. These adjusted measures exc lude the impact of: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, (ii) Acquisition and Integration Costs, (iii) IBM Private Cloud Charges, (iv) the Gain on Sale of a Joint Venture Investment, and (v) Covid-19 Related Expenses. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company's acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. IBM Private Cloud Charges represent a charge on the hardware assets to be transferred to International Business Machines Corporation ("IBM") and other charges related to the information technologyagreement for private cloud services the Company entered into with IBM. The Gain on Sale of a Joint Venture Investment represents a non -operating, cash gain on the sale of one of the Company’s joint venture investments. Covid-19 Related Expensesrepresents certain non-recurring expenses associated with the Covid-19 pandemic. Adjusted EBITDA reflects Net earnings before interest, taxes, other non-operating (income)/expenses net, depreciation, amortization, IBM Private Cloud Charges, Acquisition and Integration Costs, and Covid-19 Related Expenses. EBITDAR reflects Adjusted EBITDA before facilities and equipment lease expenses, and software license agreement expenses. Our management uses Adjusted EBITDA and EBITDAR to better understand the C ompany’s pre-tax cash flow, adjusted for the impact of leverage. We exclude IBM Private Cloud Charges, Gain on Sale of a Joint Venture Investment, and Covid-19 Related Expenses from our Adjusted Operating income and other earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and theseitems do not reflect ordinary operations or earnings. We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future per iods 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 c ash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used fo r dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures as well as Software purchases and capitalized internal use software. Reconciliations of such Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the tables that are part of this presentation. | © 2020 23

 
Reconciliation of GAAP to Non-GAAP Measures (Unaudited) (a) Calculated using the GAAP effective tax rate, adjusted to exclude $5.8 million and $15.6 million of excess tax benefits associated with stock-based compensation for the three months and fiscal year ended June 30, 2020, and $10.1 million and $19.3 million of excess tax benefits associated with stock-based compensation for the three months and fiscal year ended June 30, 2019, respectively. For purposes of calculating Adjusted earnings per share, the same adjustments were made on a per share basis. Note: Amounts may not sum due to rounding. | © 2020 24

 
Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Dollars in millions, except per share amounts Three Months Ended June 30, Fiscal Year 2020 2019 2020 2019 Diluted earnings per share (GAAP) $ 1.97 $ 1.55 $ 3.95 $ 4.06 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 0.27 0.20 1.05 0.74 Acquisition and Integration Costs 0.03 0.03 0.11 0.05 IBM Private Cloud Charges (0.01) — 0.27 — Covid-19 Related Expenses 0.02 — 0.02 — Gain on Sale of a Joint Venture Investment (0.06) — (0.06) — Taxable adjustments 0.26 0.22 1.40 0.79 Tax impact of adjustments (a) (0.07) (0.06) (0.32) (0.19) Adjusted earnings per share (Non-GAAP) $ 2.15 $ 1.72 $ 5.03 $ 4.66 Fiscal Year 2020 2019 Net cash flows provided by operating activities (GAAP) $ 598.2 $ 617.0 Capital expenditures and Software purchases and capitalized internal use software (98.7) (72.6) Free cash flow (Non-GAAP) $ 499.5 $ 544.4 (a) Calculated using the GAAP effective tax rate, adjusted to exclude $5.8 million and $15.6 million of excess tax benefits associated with stock-based compensation for the three months and fiscal year ended June 30, 2020, and $10.1 million and $19.3 million of excess tax benefits associated with stock-based compensation for the three months and fiscal year ended June 30, 2019, respectively. For purposes of calculating Adjusted earnings per share, the same adjustments were made on a per share basis. Note: Amounts may not sum due to rounding. | © 2020 25

 
Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Note: Amounts may not sum due to rounding. | © 2020 26

 
Reconciliation of GAAP to Non-GAAP Measures (Unaudited) Dollars in millions, except per share amounts Fiscal Year 2020 2017 Diluted earnings per share (GAAP) $ 3.95 $ 2.70 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 1.05 0.60 Acquisition and Integration Costs 0.11 0.16 MAL investment gain — (0.08) IBM Private Cloud Charges 0.27 — Covid-19 Related Expenses 0.02 — Gain on Sale of a Joint Venture Investment (0.06) — Subtotal of adjustments 1.40 0.68 Tax impact of adjustments (a) (0.32) (0.26) Adjusted earnings per share (Non-GAAP) $ 5.03 $ 3.13 (a) Calculated using the GAAP effective tax rate, adjusted to exclude $15.6 million of excess tax benefits associated with stock-based compensation for the fiscal year ended June 30, 2020. For the fiscal year ended June 30, 2017, calculated using the GAAP effective tax rate, adjusted to exclude $9.3M of MAL investment gain. For purposes of calculating Adjusted earnings per share, the same adjustments were made on a per share basis. Note: Amounts may not sum due to rounding. | © 2020 27

 
Reconciliation of GAAP to Non-GAAP Measures - FY21 Guidance (Unaudited) FY21 Adjusted Earnings Per Share Growth Rate (a) Diluted earnings per share growth (GAAP) 10 – 18% growth Adjusted earnings per share growth (Non-GAAP) 4 – 10% growth FY21 Adjusted Operating Income Margin (b) Operating income margin % (GAAP) Increase of ~180 bps Adjusted Operating income margin % (Non-GAAP) Increase of ~100 bps (a) Adjusted earnings per share growth (Non-GAAP) is adjusted to exclude the projected impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, and is calculated using diluted shares outstanding. Fiscal year 2021 Non-GAAP Adjusted earnings per share guidance estimates exclude, net of taxes, approximately $0.87 per share. (b) Adjusted Operating income margin (Non-GAAP) is adjusted to exclude the projected impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs. Fiscal year 2021 Non-GAAP Adjusted Operating income margin guidance estimates exclude, net of taxes, approximately $133 million. | © 2020 28

 
Broadridge Investor Relations Contacts W. Edings Thibault Tel: 516-472-5129 Email: edings.thibault@broadridge.com Elsa Ballard Tel: 212-973-6197 Email: elsa.ballard@broadridge.com | © 2020 29