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What changed in Broadridge Financial Solutions's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Broadridge Financial Solutions's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+301 added−337 removedSource: 10-K (2025-08-05) vs 10-K (2024-08-06)

Top changes in Broadridge Financial Solutions's 2025 10-K

301 paragraphs added · 337 removed · 253 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

117 edited+16 added−27 removed66 unchanged
Biggest changeFor retail investors, our solutions allow funds to poll their investors on voting preferences and provides investors the ability to give voting instructions, set standard voting preferences, or potentially cast a vote at pre-determined meetings. In addition, we provide international corporate governance solutions addressing our clients’ needs within Europe, the Middle East and Africa (“EMEA”) and the Asia-Pacific (“APAC”) region.
Biggest changeWe also provide international corporate governance solutions addressing our clients’ needs within Europe, the Middle East and Africa (“EMEA”) and the Asia-Pacific (“APAC”) region. These solutions include institutional and retail global proxy services, and shareholder disclosure management and analytics for both financial intermediaries and corporate issuers.
There has been continual regulatory scrutiny of the securities industry including the outsourcing by firms of their operations or functions. This oversight could result in the future enactment of more restrictive laws or rules with respect to business process outsourcing.
There has been continual regulatory scrutiny of the securities industry, including the outsourcing by firms of their operations or business functions. This oversight could result in the future enactment of more restrictive laws or rules with respect to business process outsourcing.
In addition we offer the following benefits, which may vary by country/region: healthcare and insurance benefits, tax efficient or savings programs, such as health and dependent care flexible spending accounts, health savings account and pretax commuter benefits or green transport tax savings programs, paid time off, including volunteer time off, paid parental leave, and sick time off, life and disability insurance, business travel accident insurance, charitable gift matching, tuition assistance, among others.
In addition we offer the following benefits, which may vary by country/region: healthcare and insurance benefits, tax efficient or savings programs, such as health and dependent care flexible spending accounts, health savings account, pretax commuter benefits or green transport tax savings programs, paid time off, including volunteer time off, paid parental leave, and sick time off, life and disability insurance, business travel accident insurance, charitable gift matching, and tuition assistance, among others.
Our solutions enable global capital markets firms to access market liquidity, driving more effective market making and efficient front-to-back trade processing. These services include reference data management, securities financing, securities-based lending, collateral management, trade and transaction reporting, reconciliations, financial messaging, and asset servicing. Our solutions can be deployed as a complete solution as well as discrete components supporting financial institutions.
Our solutions enable global capital markets firms to access market liquidity, driving more effective market making and efficient front-to-back trade processing. These services include data management, securities financing, securities-based lending, collateral management, trade and transaction reporting, reconciliations, financial messaging, and asset servicing. Our solutions can be deployed as a complete solution as well as discrete components supporting financial institutions.
We offer electronic and traditional hard copy services for the delivery of proxy materials to investors and collection of consents; maintenance of a rules engine and database that contains the delivery method preferences of our clients’ customers; posting of documents on their websites; email notification to investors alerting them that proxy materials are available; and proxy voting via paper, telephone, online or mobile app.
We offer electronic and traditional hard copy services for the delivery of proxy materials to investors and collection of consents; maintenance of a rules engine and database that contains the delivery method preferences of our clients’ customers; posting of documents on their websites; email notification to investors alerting them that proxy materials are available; and proxy voting via telephone, online, mobile, or paper.
We continue to be a leading provider of investor communications and are at the forefront of delivering richer communication experiences, both digitally and through optimized print and mail services. • Capital Markets. Global institutions have a strong need to simplify their complex technology environment, and our SaaS-based, global, multi-asset-class technology platforms address this need.
We continue to be a leading provider of investor communications, and are at the forefront of delivering richer communication experiences, both digitally and through optimized print and mail services. 9 • Capital Markets. Global institutions have a strong need to simplify their complex technology environment, and our SaaS-based, global, multi-asset-class technology platforms address this need.
Financial advisors and wealth management firms can tap into our digital tools and library of omni-channel content to personalize touchpoints to engage their customers and prospects across digital channels including websites, social media, email, and mobile. Our Investment Management business services the global investment management industry with a range of buy-side technology solutions.
Financial advisors and wealth management firms can tap into our digital tools and library of omni-channel content to personalize touchpoints to engage their customers and prospects across digital channels including websites, social media, email, and mobile. 8 Our Investment Management business services the global investment management industry with a range of buy-side technology solutions.
Specifically, our growth strategy is focused on three key themes: (i) driving democratization and digitization in governance , (ii) simplifying and innovating trading in capital markets, and (iii) modernizing wealth and investment management businesses. Our business model We deliver multi-client technology and business process outsourcing services primarily through common SaaS based operations platforms.
Specifically, our growth strategy is focused on three key themes: (i) driving democratization and digitization in governance, (ii) simplifying and innovating trading in capital markets, and (iii) modernizing wealth and investment management. Our business model We deliver multi-client technology and business process outsourcing services primarily through common SaaS-based operations platforms.
As a provider of technology services to financial institutions, certain aspects of our U.S. operations are subject to regulatory oversight and examination by the Federal Financial Institutions Examination Council (“FFIEC”), an interagency body of the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the National Credit Union Administration, and the Consumer Financial Protection Bureau.
As a provider of technology services to financial institutions, certain aspects of our U.S. operations are subject to regulatory examination by the Federal Financial Institutions Examination Council (“FFIEC”), an interagency body of the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the National Credit Union Administration, and the Consumer Financial Protection Bureau.
Due to the nature of our services and the markets we serve, these regulatory bodies impact our businesses in various manners. 12 In the U.S., the securities and financial services industries are subject to regulation under both federal and state laws. At the federal level, the SEC regulates the securities industry, along with the Financial Industry Regulatory Authority, Inc.
Due to the nature of our services and the markets we serve, these regulatory bodies impact our businesses in various manners. In the U.S., the securities and financial services industries are subject to regulation under both federal and state laws. At the federal level, the SEC regulates the securities industry, along with the Financial Industry Regulatory Authority, Inc.
Our governance and communications services include a full suite of annual meeting and shareholder engagement solutions: • Proxy services – we provide complete project management for the entire annual meeting process including registered and beneficial proxy materials distribution, vote processing, and tabulation through our ShareLink ® solution. • Virtual Shareholder Meeting™ – electronic annual meetings via webcast, either on a stand-alone basis, or in conjunction with in-person annual meetings, including shareholder validation and voting services and the ability for shareholders to ask questions and for management to respond during the meetings. • We offer tools for corporate issuers to help them better engage with their shareholders and other stakeholders in connection with the annual meeting process as well as on an ongoing basis throughout the year.
Our shareholder meetings and proxy services and our corporate governance and sustainability services include a full suite of annual meeting and shareholder engagement solutions: • Proxy services – we provide complete project management for the entire annual meeting process including registered and beneficial proxy materials distribution, vote processing, and tabulation through our ShareLink ® solution. • Virtual Shareholder Meeting™ – electronic annual meetings via webcast, either on a stand-alone basis, or in conjunction with in-person annual meetings, including shareholder validation and voting services and the ability for shareholders to ask questions and for management to respond during the meetings. • Shareholder engagement tools - we offer tools for corporate issuers to help them better engage with their shareholders and other stakeholders in connection with the annual meeting process as well as on an ongoing basis throughout the year.
In addition, we provide transaction support services such as virtual deal rooms and translation services. 6 We also provide registrar, stock transfer, and record-keeping services through our transfer agency services. Our transfer agency services address the needs public companies have for more efficient and reliable stockholder record maintenance and communication services.
In addition, we provide transaction support services such as virtual deal rooms and translation services. We also provide registrar, stock transfer, and record-keeping services through our transfer agency services. Our transfer agency services address the needs public companies have for more efficient and reliable stockholder record maintenance and communication services.
Our surveys allow our associates to share their views on our workplace, the importance of various aspects of work life, among other topics. The themes and insights from our associate feedback are shared with our executive leadership and have been instrumental in shaping our workplace.
Our surveys allow our associates to share their views on our workplace, the importance of various aspects of work life balance, among other topics. The themes and insights from our associate feedback are shared with our executive leadership and have been instrumental in shaping our workplace.
As a provider of services to financial institutions and issuers of securities, our services, such as our proxy and shareholder report processing and distribution services, are provided in a manner to assist our clients in complying with the laws and regulations to which they are subject.
As a provider of services to financial institutions and issuers of securities, our services, such as our proxy and shareholder report processing and distribution services, are provided in a manner that assist our clients in complying with the laws and regulations to which they are subject.
As a processor of personal information in our role as a provider of services to financial institutions, we must comply with the Federal Trade Commission (“FTC”) Safeguards Rule implementing certain provisions of GLBA with respect to maintenance of information security safeguards.
As a processor of personal information in our role as a provider of services to financial institutions, we comply with the Federal Trade Commission (“FTC”) Safeguards Rule implementing certain provisions of GLBA with respect to maintenance of information security safeguards.
Our human capital strategies are developed and managed by our Chief Human Resources Officer, who reports to the Chief Executive Officer, and are overseen by the Company’s Board of Directors and the Compensation Committee of the Board of Directors. Our Board of Directors believes that human capital management and succession planning are vital to our success.
Our human capital strategies are developed and managed by our Chief Human Resources Officer, who reports to the Chief Executive Officer, and are overseen by the Company’s Board of Directors (the “Board”) and the Compensation Committee of the Board. Our Board believes that human capital management and succession planning are vital to our success.
In addition, we offer various types of compensation, which vary by associate role and country/region, and may include annual bonuses, stock awards, and retirement savings plans. Also, a portion of every associate’s incentive compensation is tied to client satisfaction goals, which reinforces our commitment to the Service-Profit Chain and rewards associates for their contributions to Broadridge’s overall client satisfaction performance.
We offer various types of compensation, which vary by associate role and country/region, and which may include annual bonuses, stock awards, and retirement savings plans. Also, a portion of every associate’s incentive compensation is tied to client satisfaction goals, which reinforces our commitment to the Service-Profit Chain and rewards associates for their contributions to Broadridge’s overall client satisfaction performance.
Through the Communications Cloud, our clients can: • develop transactional, regulatory, and marketing communications with relevant, self-service content that drives customer action; • deliver customer communications across print, digital, email, short message service (“SMS”) and emerging channels, such as interactive microsites and personal cloud services, with one connection; and • gain comprehensive reporting and analytics to improve communications and increase engagement based on customer behaviors.
Through the Communications Cloud, our clients can: • develop transactional, regulatory, and marketing communications with relevant, self-service content that drives customer action; • deliver customer communications across print, digital, email, short message service (“SMS”) and emerging channels, such as interactive microsites, with one connection; and • gain comprehensive reporting and analytics to improve communications and increase engagement based on customer behaviors.
We also face competition from numerous firms in the compiling, printing and electronic distribution of statements, bills and other customer communications. Within our Global Technology and Operations business, our capital markets solutions compete with in-house operations and vendors that provide trade processing, back-office record keeping, and sell-side order and execution management systems.
We also face competition from numerous firms in the compiling, printing and electronic distribution of statements, bills and other customer communications. Within our Global Technology and Operations business, our capital markets solutions compete with in-house operations as well as vendors that provide trade processing, back-office record keeping, and sell-side order and execution management systems.
Additionally, these data centers provide infrastructure capacity and capability to permit planned activities without disruption to the critical load, and, as a general matter, are designed to sustain at least one worst-case, unplanned failure or event without a significant critical load impact. Our geographically dispersed processing centers also provide disaster recovery and business continuity processing.
Additionally, these data centers provide infrastructure capacity to permit planned activities without disruption to processing the critical load, and, as a general matter, are designed to sustain at least one worst-case, unplanned failure or event without a significant critical load impact. Our geographically dispersed processing centers also provide disaster recovery and business continuity processing capabilities.
Occupational Safety and Health Administration standards and site-specific guidelines to ensure that associates work in a safe and healthy environment. At our Edgewood, New York facility, we have an on-site Wellness Centers staffed with physicians, nurse practitioners and physician assistants who provide medical services at no cost to our associates.
Occupational Safety and Health Administration standards and site-specific guidelines to ensure that associates work in a safe and healthy environment. At our Edgewood, New York facility, we have an on-site Wellness Center staffed with physicians, nurse practitioners and physician assistants who provide medical services at no cost to our associates.
As it would increase the costs for companies and funds to work with all of the Nominees through which their shares are held beneficially, companies and funds work with us for the performance of all the tasks and processes necessary to ensure that proxy materials are distributed on a timely basis to all beneficial owners and that their votes are accurately reported.
As it would increase the costs for companies and funds to work with the Nominees through which their shares are held beneficially on an individual basis, companies and funds work with us for the performance of the tasks and processes necessary to ensure that proxy materials are distributed on a timely basis to all beneficial owners and that their votes are accurately reported.
A large number of Nominees have contracted out the processes of distributing proxy materials and tabulating voting instructions to us. Nominees accomplish this by entering into agreements with Broadridge and transferring to us via powers of attorney the authority to execute a proxy, which authority the Nominee receives from the DTCC via an omnibus proxy.
A large number of Nominees have contracted out the processes of distributing proxy materials and tabulating voting instructions to us. Nominees accomplish this by entering into agreements with Broadridge and transferring to us, via powers of attorney, the authority to execute a proxy, which authority the Nominee receives from DTC via an omnibus proxy.
In addition to financial services firms, we service corporate clients in the healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with their essential communications. We embrace the concept of the Service-Profit Chain, which directly connects employee engagement, client satisfaction, and the creation of shareholder value.
In addition to financial services firms, we service corporate clients in healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries, supporting their essential communications. We embrace the concept of the Service-Profit Chain, which directly connects employee engagement, client satisfaction, and the creation of shareholder value.
Our trust, trading and settlement services are integrated into our product suite thereby strengthening Broadridge’s role as a provider of insight, technology, and business process outsourcing to the asset management, wealth, and retirement industry.
Our trust, trading and settlement services are integrated into our product suite, strengthening our role as a provider of insight, technology, and business process outsourcing to the asset management, wealth, and retirement industry.
Our international solutions help clients sharpen focus on their core businesses while helping them maintain global regulatory compliance, reduce costs, improve efficiency and gain data insights. 5 Data-Driven Fund Solutions We provide a full range of data-driven solutions that help our asset management and retirement service provider clients grow revenue, operate efficiently, and maintain compliance.
Our international solutions help clients focus on their core businesses while helping them maintain global and local regulatory compliance, reduce costs, improve efficiency and gain data insights. Data-Driven Fund Solutions We provide a full range of data-driven solutions that help our asset management and retirement service provider clients grow revenue, operate efficiently, and maintain compliance.
Most street name shares are registered in the name “Cede & Co.,” the name used by The Depository Trust and Clearing Corporation (“DTCC”), which holds shares on behalf of its participant broker-dealers and banks.
Most street name shares are registered in the name “Cede & Co.” the name used by The Depository Trust and Clearing Corporation (“DTC”), which holds shares on behalf of its participant broker-dealers and banks.
The Investor Communication Solutions segment is the larger of our two business segments and its revenues represented approximately 75% and 75% of our total Revenues in fiscal years 2024 and 2023, respectively, including the foreign exchange impact from revenues generated in currencies other than the United States of America (“U.S.”) dollar.
The Investor Communication Solutions segment is the larger of our two business segments and its revenues represented approximately 74% and 75% of our total Revenues in fiscal years 2025 and 2024, respectively, including the foreign exchange impact from revenues generated in currencies other than the United States of America (“U.S.”) dollar.
Our highly scalable, resilient, component-based solutions automate the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services.
Our highly scalable, resilient, component-based platform automates the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services.
The client base for these services includes institutional asset managers, public funds, start-up, or emerging managers through some of the largest global hedge fund complexes and global fund administrators.
The client base for these services includes institutional asset managers, public funds, start-ups, or emerging managers through some of the largest global hedge fund complexes and global fund administrators.
Through our Retirement and Workplace Solutions business (“Broadridge Retirement and Workplace”), we provide automated mutual fund and exchange-traded funds trade processing services for financial institutions that submit trades on behalf of their clients such as qualified and non-qualified retirement plans and individual wealth accounts.
Through our Retirement and Workplace Solutions business (“Broadridge Retirement and Workplace”), we provide automated mutual fund and exchange-traded funds trade processing services for financial institutions that submit trades on behalf of their clients, including qualified and non-qualified retirement plans and individual wealth accounts.
Department of Treasury place prohibitions and restrictions on all U.S. citizens and entities, including the Company, with respect to transactions by U.S. persons with specified countries and individuals and entities identified on OFAC's sanctions lists and Specially Designated Nationals and Blocked Persons List (a published list of individuals and companies owned or controlled by, or acting for or on behalf of, countries subject to certain economic and trade sanctions, as well as terrorists, terrorist organizations and narcotics traffickers identified by OFAC under programs that are not country specific).
Department of Treasury place prohibitions and restrictions on all U.S. citizens and entities, including us, with respect to transactions by U.S. persons with specified countries and individuals and entities identified on OFAC's sanctions lists and Specially Designated Nationals and Blocked Persons List, which is a published list of individuals and companies owned or controlled by, or acting for or on behalf of, countries subject to certain economic and trade sanctions, as well as terrorists, terrorist organizations and narcotics traffickers identified by OFAC under programs that are not country specific.
These services include digital and physical delivery of critical communications. Our physical delivery services operate through a network of seven highly automated facilities across North America. The Broadridge Communications Cloud SM is an omni-channel platform (the “Communications Cloud”) that provides our clients the flexibility to implement only the modules and delivery channels needed to address their specific communication needs.
Our physical delivery services operate through a network of seven highly automated facilities across North America. The Broadridge Communications Cloud SM is an omni-channel platform (the “Communications Cloud”) that provides our clients the flexibility to implement only the modules and delivery channels needed to address their specific communication needs.
Our blockchain-enabled Distributed Ledger Repo (“DLR”) platform which combines distributed ledger technology with existing market settlement infrastructure provides clients added flexibility to manage their liquidity needs and execute cross-border intraday repo transactions through our DLR network.
Our blockchain-enabled Distributed Ledger Repo (“DLR”) platform combines distributed ledger technology with existing market settlement infrastructure to provide clients added flexibility to manage their liquidity needs and execute cross-border intraday repo transactions through our DLR network.
Our applications that incorporate cloud technology operate on industry standard enterprise architecture platforms that provide significant opportunities for horizontal and vertical scaling. This scalability and redundancy allows us to provide high degrees of system availability for our clients.
Our applications that incorporate cloud technology operate on industry standard enterprise architecture platforms providing significant opportunities for horizontal and vertical scaling. This scalability and redundancy enables us to provide high degrees of system availability for our clients.
The first step in passing voting rights down the chain is the “omnibus proxy,” which DTCC executes to transfer its voting rights to its participant Nominees.
The first step in passing voting rights down the chain is the “omnibus proxy,” which DTC executes to transfer its voting rights to its participant Nominees.
The accurate processing of trading activity from its initial inception and custody activity requires effective automation and information flow across multiple systems and functions within the firm and across the systems of the various parties that participate in the execution of a transaction. 7 Our Global Technology and Operations business provides the non-differentiating yet mission-critical infrastructure to the global financial markets.
The accurate processing of trading activity from its initial inception and custody activity requires effective automation and information flow across multiple systems and functions within the firm and across the systems of the various parties that participate in the execution of a transaction. Our Global Technology and Operations business provides mission-critical, scale infrastructure to the global financial markets.
However, they face obstacles in making the necessary investments and, more importantly, in applying the right talent and intellectual capital, which may be focused on their most differentiating functions.
However, our clients face obstacles in making the necessary investments and, more importantly, in applying the right talent and intellectual capital, which may be focused on their most differentiating functions.
Our other health and wellness benefits include travel allowances for certain types of health care and subsidized emergency backup care services for our U.S.-based associates, various educational health and wellness programs and webinars, and an employee assistance program, which provides free counseling and other mental health services. 16 Associate Compensation and Benefits We have demonstrated a history of investing in our workforce by offering competitive salaries and wages.
Our other health and wellness benefits include subsidized emergency backup care services for our U.S.-based associates, various educational health and wellness programs and webinars, and an employee assistance program, which provides free counseling and other mental health services. 15 Associate Compensation and Benefits We have demonstrated a history of investing in our workforce by offering competitive salaries and wages.
Our disclosure solutions provide compliance reporting and transactional reporting services for public companies, including the following: • SEC Filing Services: proxy and annual report design and digitization, SEC filing, printing, and web hosting services, as well as year-round SEC reporting including document composition, EDGARization and XBRL tagging. • Capital Markets Transactional Services: typesetting, composition, printing, and SEC filing services for capital markets transactions such as initial public offerings, spin-offs, acquisitions, and securities offerings.
Our regulatory filings and disclosure solutions provide compliance reporting and transactional reporting services for public companies, including the following: • Securities and Exchange Commission (“SEC”) Filing Services: proxy and annual report design and digitization, SEC filing, printing, and web hosting services, as well as year-round SEC reporting including document composition, EDGARization and XBRL tagging. 6 • Capital Markets Transactional Services: typesetting, composition, printing, and SEC filing services for capital markets transactions such as initial public offerings, spin-offs, acquisitions, and securities offerings.
Largely provided on a SaaS basis within large user communities, Broadridge’s technology is a global solution, processing trades, clearance and settlement in over 100 countries. Our technology enables our clients to meet the requirements of market change such as the T+1 securities settlement cycle.
Largely provided on a SaaS basis within large user communities, our technology is a global solution, processing trades, clearance and settlement in over 90 markets. Our technology enables our clients to meet the requirements of market change such as the T+1 securities settlement cycle.
As DTCC’s role is only as the custodian, a number of mechanisms have been developed in order to pass the legal rights it holds as the record owner (such as the right to vote) to the beneficial owners.
As DTC’s role is only as the custodian, a number of mechanisms have been developed in order to pass the legal rights DTC holds as the record owner (such as the right to vote) to the beneficial owners.
In addition, 85% of our associates stated that Broadridge is a “great place to work,” and we have received certification from Great Place to Work for our outstanding workplace culture in 13 countries: U.S., Canada, India, the United Kingdom, Ireland, Romania, Poland, Singapore, Japan, Germany, Hong Kong, Sweden and the Philippines.
In addition, 83% of our associates stated that Broadridge is a “great place to work,” and we have received certification from Great Place to Work for our outstanding workplace culture in 16 countries: U.S., Canada, India, the United Kingdom, Ireland, Romania, Poland, Singapore, Japan, Germany, Hong Kong, Sweden, Czechia, France, Australia and the Philippines.
Our transfer agency business is subject to certain NYSE requirements concerning operational standards as a transfer agent or registrar for NYSE-listed companies and is also subject to IRS regulations.
Our transfer agency business is subject to certain NYSE requirements concerning operational standards as a transfer agent or registrar for NYSE-listed companies and is also subject to IRS regulations regarding tax reporting and withholding.
Broadridge makes our clients stronger, and through them, we enable better financial lives for investors around the globe. Our deep industry knowledge enables our clients to successfully solve complex technological and operational challenges, while adapting to the latest technology trends and regulatory standards.
We make our clients stronger, and through them, we enable better financial lives for investors around the globe. Our deep industry knowledge enables our clients to successfully solve complex technological and operational challenges, while adapting to the latest technology trends, market structure changes, and regulatory standards.
Wealth and Investment Management Solutions Our Wealth Management business delivers technology solutions, critical data, and digital marketing services to enable full-service, regional, and independent broker-dealers and investment advisors to better engage with customers to help grow their business.
Wealth and Investment Management Solutions Our Wealth Management business delivers front-to-back technology solutions, including digital marketing services to enable full-service, regional, and independent broker-dealers and investment advisors to better engage with their customers and help grow their business.
In addition, we are required to comply with anti-money laundering laws and regulations, such as, in the U.S., the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 (collectively, the “BSA”), and the BSA implementing regulations of the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Department of the Treasury.
Certain of our business units are required to comply with anti-money laundering (“AML”) laws and regulations in the U.S., such as the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 (collectively, the “BSA”), and the BSA implementing regulations of the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Department of the Treasury.
ITEM 1. Business The Broadridge Business Broadridge, a Delaware corporation and a part of the S&P 500 ® Index (“S&P”), is a global financial technology leader powering investing, corporate governance, and communications. We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds, that enable our clients to operate, innovate and grow.
ITEM 1. Business The Broadridge Business Broadridge, a Delaware corporation, is a global financial technology leader powering investing, corporate governance, and communications. We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds, that enable our clients to operate, innovate and grow.
These programs are designed to provide opportunities for associates at varying levels of the Company to expand their networks, gain valuable skills and knowledge to excel in their current roles, and enhance their leadership capabilities.
These resources are designed to provide opportunities for associates at varying levels to expand their networks, and to gain valuable skills and knowledge to excel in their current roles, and enhance their leadership capabilities.
We create layers of value for clients by harnessing network benefits, providing deep data and analytics, and offering a comprehensive suite of digital capabilities all on a single platform. Our SaaS offerings allow our clients to mutualize key functions and thereby reduce their costs.
We create layers of value for clients by harnessing network benefits, providing deep data and analytics, and offering a comprehensive suite of digital capabilities all on a single platform that enables deeper integration, streamlined onboarding, and better data access. Our SaaS offerings allow our clients to mutualize key functions and thereby reduce their costs.
We are driven by the success of each of our associates, and we recognize that it is because of their hard work, talent, and commitment that we continue to deliver outstanding results for our clients.
We believe that our employee relations are good. 14 We are driven by the success of each of our associates, and we recognize that it is because of their hard work, talent, and commitment that we can continue to deliver outstanding results for our clients.
We also offer an ESG dashboard that provides ESG consensus ratings to allow corporate issuers to assess the progress of their ESG ratings and disclosure relative to their selection of peer companies.
We also offer a Governance and Sustainability dashboard that provides consensus ratings to allow corporate issuers to assess the progress of their Governance and Sustainability ratings and disclosure relative to their selection of peer companies.
Matrix Trust maintains an Identity Theft Prevention Program for certain of its services. 13 Our transfer agency business, Broadridge Corporate Issuer Solutions, is subject to certain SEC rules and regulations, including annual reporting, examination, internal controls, proper safeguarding of issuer and shareholder funds and securities, maintaining a written Identity Theft Prevention Program, and obligations relating to its operations.
Our transfer agency business, Broadridge Corporate Issuer Solutions, is subject to certain SEC rules and regulations, including regarding annual reporting, examination, internal controls, proper safeguarding of issuer and shareholder funds and securities, maintaining a written Identity Theft Prevention Program, and other obligations relating to its operations.
In fiscal year 2024, we: • managed proxy voting for over 800 million equity proxy positions; • processed over 7 billion investor and customer communications through print and digital channels; • processed on average over $10 trillion in equity and fixed income trades per day of U.S. and Canadian securities; • provided fixed income trade processing services to 20 of the 24 primary dealers of fixed income securities in the U.S.; and • provided services to 14 of the 15 largest U.S. wealth providers.
In fiscal year 2025, we: • managed proxy voting for over 900 million equity proxy positions; • processed over 7 billion investor and customer communications through print and digital channels; • processed on average over $15 trillion in equity and fixed income trades per day; • provided fixed income trade processing services to 21 of the 25 primary dealers of fixed income securities in the U.S.; and • provided services to the 15 largest U.S. wealth providers.
Customer Communications Solutions We support financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with their omni-channel customer communications management strategies for transactional communications, such as statements and bills, marketing communications, such as personalized microsites and campaigns, and regulatory communications, such as trade confirmations and explanation of benefits.
Customer Communications Solutions We support financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with omni-channel customer communications management strategies for their transactional communications, including statements and bills, marketing communications, such as personalized microsites and campaigns, and regulatory communications, such as trade confirmations and explanations of benefits. These services include digital and physical delivery of critical communications.
As a matter of public policy, regulatory bodies in the U.S. and the rest of the world are charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of investors participating in those markets.
Regulation The securities and financial services industries are subject to extensive regulation in the U.S. and in other jurisdictions. As a matter of public policy, regulatory bodies in the U.S. and the rest of the world are charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of investors participating in those markets.
In fiscal year 2024, we received an 82% overall favorable rating in the annual Great Place to Work survey.
In fiscal year 2025, we received an 81% overall favorable rating in the annual Great Place to Work survey.
We offer our technology associates with resources to supplement their work experience, and a Technology Expert Career Track, a transparent dual career path process that allows associates to grow as leaders and experts in the organization. We also empower associates to learn and grow as subject matter experts in the financial markets.
We offer our technology associates with resources to supplement their work experience, including our Technology Expert Career Track, a transparent dual career path that allows associates to grow as leaders and experts within our organization. We also empower associates to learn and grow as subject matter experts in areas related to our business, such as financial markets and AI.
In addition, we have introduced a number of AI-driven solutions such as BondGPT and continue to develop new AI applications to create a more efficient trading process for our clients.
In addition, we have introduced a number of AI-driven solutions such as BondGPT and OpsGPT with agentic capabilities while continuing to develop new AI applications to create a more efficient trading process for our clients.
The law in this area continues to develop and the changing nature of privacy laws in the U.S., the European Union and elsewhere could impact our processing of personal information of our employees and on behalf of our clients.
The changing nature of privacy laws in the U.S., the European Union and elsewhere could impact our processing of personal information of our employees and on behalf of our clients.
It is a multi-currency, multi-entity solution that provides position and balance information, in addition to detailed accounting, financing, collateral management, and repurchase agreement functionality. The solution offers straight-through-processing capabilities, enterprise-wide integration, and a robust technology infrastructure - all focused on supporting firms specializing in the fixed income marketplace.
Our solution includes extensive support for mortgage-backed securities and other structured products, and is a multi-currency, multi-entity solution that provides position and balance information, in addition to detailed accounting, financing, collateral management, and repurchase agreement functionality. The solution offers straight-through-processing capabilities, enterprise-wide integration, and a robust technology infrastructure - all focused on supporting firms specializing in the fixed income marketplace.
This can be achieved by simplifying and modernizing their complicated and interwoven legacy systems. To address these demands, we have developed a holistic wealth management platform solution that provides seamless systems and data integration capabilities. Our platform enables firms to improve advisor productivity, provide a more personalized investor experience, and realize operational process efficiencies.
To address these demands, we have developed a holistic wealth management platform solution that provides seamless systems and data integration capabilities. Our platform enables firms to improve advisor productivity, provide a more personalized investor experience, and realize operational process efficiencies.
Our solutions help fund managers increase distribution opportunities, comply with both United Kingdom and European Union regulations such as Solvency II and MiFID II, and make information easily accessible for investors in a digital format. We also provide support to fund managers with document and data dissemination in the European market.
Our solutions help fund managers increase distribution opportunities, comply with both United Kingdom and European Union regulations such as Solvency II and MiFID II, and make information easily accessible for investors in a digital format.
These services provide aggregated shareholder data and analytics, shareholder delivery preferences, and voting trends. • Our ESG services provide consulting in support of issuers and their ESG journey. The services include peer ESG disclosure benchmarking, ESG strategy and policy development, greenhouse gas emission assessments, and ESG and sustainability report content development.
These services provide aggregated shareholder data and analytics, shareholder delivery preferences, and voting trends. • Sustainability services - we provide consulting in support of issuers and their sustainability initiatives. The services include peer governance and sustainability disclosure benchmarking, sustainability strategy and policy development, greenhouse gas emission assessments, and sustainability data management and reporting.
We manage the entire communications process with both registered and beneficial stockholders and provide a complete platform for creating and distributing regulatory investor communications across multiple channels, including print, e-delivery, online, and mobile. These services include prospectus delivery and the distribution of annual and semi-annual shareholder reports.
We manage the entire communications process with both registered and beneficial stockholders and provide a complete platform for creating and distributing regulatory investor communications across multiple channels, including e-delivery, online, mobile, and print.
As a registered broker-dealer and member of FINRA, BBPO is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934, as amended, which requires BBPO to maintain a minimum net capital amount. At June 30, 2024, BBPO was in compliance with this capital requirement.
As a registered broker-dealer and member of FINRA, BBPO is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934, as amended, which requires BBPO to maintain a minimum net capital amount.
We make available free of charge, on or through this website, our annual, quarterly and current reports, and any amendments to those reports as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC.
We make available free of charge, on or through this website, our annual, quarterly and current reports, and any amendments to those reports as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC. To access these reports, just click on the “Financials” link found at the top of our Investor Relations page.
Our 2021 acquisition of Itiviti, for example, expanded our services across the trade lifecycle for equities and exchange-traded derivatives and grew our international reach. We continue to leverage emerging technologies such as blockchain and artificial intelligence (“AI”) to deliver innovative solutions to our clients.
Our acquisition of Itiviti Holding AB, now operating as Broadridge Trading and Connectivity Solutions, for example, expanded our services across the trade lifecycle for equities and exchange-traded derivatives and grew our international reach. We continue to leverage emerging technologies such as blockchain and AI to deliver innovative solutions to our clients.
On-ramp for next-generation technologies Across financial services, the pace of change is only accelerating. Our clients understand that next-generation technology is a key driving force for change and efficiency and there is a need among our client base to leverage this technology to address their critical business challenges.
Our clients understand that next-generation technology is a key driving force for change and efficiency and that there is a need among our client base to leverage this technology to address their critical business challenges.
While financial services firms have historically kept much of their technology infrastructure work in-house, there are significant trends working in favor of Broadridge. Specifically, financial services firms globally are spending more on technology, and the respective budgets allocated for such technology are consistently growing year-over-year.
While financial services firms have historically kept much of their technology infrastructure work in-house, there are significant trends working in our favor. Specifically, financial services firms globally are spending more on technology, and the budgets allocated for such technology are consistently growing year-over-year. Moreover, these firms are devoting a growing percentage of this spend to third-party technology, operations, and services.
In addition to our fund solutions, we also provide a range of other regulatory communications solutions, including reorganization communications notifying investors of U.S. reorganizations or corporate action events such as tender offers, mergers and acquisitions, bankruptcies, and global class action services for the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products.
For retail investors, our solutions allow funds to poll their investors on voting preferences and provide investors the ability to give voting instructions, set standard voting preferences, or cast a vote at pre-determined meetings. 5 In addition to our fund solutions, we also provide a range of other regulatory communications solutions, including reorganization communications notifying investors of U.S. reorganizations or corporate action events, such as tender offers, mergers and acquisitions, bankruptcies, and global class action services for the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products.
As a result, the services we provide may be required to change as applicable laws and regulations are adopted or revised. We monitor legislative and rulemaking activity by the SEC, FINRA, DOL, and U.S.
As a result, the services we provide may be required to change as applicable laws and regulations are adopted or revised. We monitor legislative and rulemaking activity by the SEC, FINRA, DOL, and the U.S. Internal Revenue Service (the “IRS”), the stock exchanges and other regulatory bodies that may impact our services.
A variety of similar anti-money laundering requirements apply in other countries. We are also subject to the relevant aspects of regulations and guidance published by FinCEN (as discussed below), which includes the Know Your Customer (“KYC”) requirements promulgated by FinCEN. Privacy and Information Security Regulations The processing and transfer of personal information is required to provide certain of our services.
These business units are also subject to the relevant aspects of regulations and guidance published by FinCEN (as discussed below), which includes the Know Your Customer (“KYC”) requirements promulgated by FinCEN. 13 Privacy and Information Security Regulations The processing and transfer of personal information is required to provide certain of our services.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Services and solutions offered through the Global Technology and Operations segment include the following: Capital Markets Solutions Our capital markets technology and our solutions deliver simplification and innovation across the trade lifecycle, from order initiation to settlement.
See “Analysis of Reportable Segments — Revenues” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We provide the following services and solutions through our Global Technology and Operations segment: Capital Markets Solutions Our capital markets platform and solutions deliver simplification and innovation across the trade lifecycle, from order initiation to settlement.
In addition, we provide comprehensive fixed income transaction processing capabilities to support clearance, settlement, custody, P&L reporting, and regulatory reporting for domestic and foreign fixed income instruments. Our solution includes extensive support for mortgage-backed securities and other structured products.
In addition, we provide comprehensive fixed income transaction processing capabilities to support clearance, settlement, custody, P&L reporting, and regulatory reporting for domestic and foreign fixed income instruments.
Instead, a substantial majority of all public companies’ shares are held in “street name,” meaning that they are held of record by broker-dealers or banks through their depositories.
A majority of publicly-traded shares are not registered in companies’ records in the names of their ultimate beneficial owners. Instead, a substantial majority of all public companies’ shares are held in “street name, meaning that they are held of record by broker-dealers or banks through their depositories.
Clients We serve a large and diverse client base including banks, broker-dealers, mutual funds, retirement service providers, corporate issuers, and wealth and asset management firms.
All of this creates a culture that benefits our associates, our clients, and our stockholders. 10 Clients We serve a large and diverse client base including banks, broker-dealers, mutual funds, retirement service providers, corporate issuers, and wealth and asset management firms.
CITs are subject to regulation by the IRS, SEC, federal and state banking regulators, and the DOL, which impose a number of duties on persons who are fiduciaries under ERISA.
In addition, in connection with the offering of CITs, Matrix Trust acts as a discretionary trustee and an ERISA fiduciary. CITs are subject to regulation by the IRS, SEC, federal and state banking regulators, and the DOL, which impose a number of duties on persons who are fiduciaries under ERISA.
Internal Revenue Service (the “IRS”). the stock exchanges and other regulatory bodies that may impact our services, and if new laws or regulations are adopted or changes are made to existing laws or regulations applicable to our services, we expect to adapt our business practices and service offerings to continue to assist our clients in fulfilling their obligations under new or modified requirements.
If new laws or regulations are adopted or changes are made to existing laws or regulations that may impact how we provide services or the requirements driving the use of our services, we expect to adapt our business practices and service offerings to continue to assist our clients in fulfilling their obligations under new or modified requirements. 12 Certain aspects of our business are subject to regulatory compliance or oversight.
Our pass-through voting solutions support fund clients in providing individual investors the ability to participate in the proxy voting process, helping them to expand their investor engagement efforts and receive valuable input for important investment decisions. Broadridge’s institutional solution helps asset managers split the vote in portfolio companies and pass directly to institutional investors on a proportional basis.
Our Pass-Through Voting solution supports fund clients in providing individual investors the ability to participate in the proxy voting process, helping them to expand their investor engagement efforts and receive valuable input for important investment decisions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese factors may include: • economic, political and market conditions; • legislative and regulatory changes; • social and health conditions, including widespread outbreak of an illness or pandemic such as the Covid-19 pandemic; • acts of war or terrorism and international conflict, such as the conflict between Russia and Ukraine; • natural or man-made disasters or other catastrophes; • extreme or unusual weather patterns caused by climate change; • the availability of short-term and long-term funding and capital; • the level and volatility of interest rates; • currency values and inflation; • financial well-being of our clients; and • taxation levels affecting securities transactions. 22 These factors are beyond our control and may negatively impact our ability to perform our services or the demand for our services or may increase our costs resulting in an adverse impact on our business and results of operations.
Biggest changeThese factors may include: • economic, political and market conditions; • legislative and regulatory changes; including executive orders and similar directives • social and health conditions, including widespread outbreak of an illness or pandemic such as the Covid-19 pandemic; • acts of war or terrorism and international conflict, such as the ongoing conflicts in the Middle East, Russia and Ukraine; • natural or man-made disasters or other catastrophes; • extreme or unusual weather patterns caused by climate change; • the availability of short-term and long-term funding and capital; • the level and volatility of interest rates; • currency values and inflation; • trade policies, disputes, barriers and other restrictions • financial well-being of our clients; and • taxation levels affecting securities transactions.
Changes in laws and regulations could require changes in the services we provide, the manner in which we provide our services, the fees we charge for our services, or they could result in a reduction or elimination of the demand for our services.
Changes in laws and regulations could require changes in the services we provide, the manner in which we provide our services, and the fees we charge for our services, or they could result in a reduction or elimination of the demand for our services.
If we fail to maintain an adequate information security program or implement sufficient security standards, technology or controls to protect against information security incidents or privacy breaches and identify and adapt to emerging security threats and risks, it could cause us to lose revenues, lose clients and/or damage to our reputation.
If we fail to maintain an adequate information security program or implement sufficient security standards, technology or controls to protect against information security incidents or privacy breaches or fail to identify and adapt to emerging security threats and risks, it could cause us to lose revenues, lose clients and/or damage to our reputation.
Our systems, those of our data center and cloud services providers, or any other systems with which our systems interact could slow down significantly or fail for a variety of reasons, including: • malware or undetected errors in internal software programs or computer systems; • direct or indirect hacking or denial of service cybersecurity attacks; • inability to rapidly monitor all system activity; • inability to effectively resolve any errors in internal software programs or computer systems once they are detected; • failure to maintain adequate operational systems and infrastructure or comply with internal policies and procedures; • heavy stress placed on systems during peak times or due to high volumes or volatility; or • power or telecommunications failure, fire, flood, pandemic or any other natural disaster or catastrophe. 21 While we monitor system loads and performance and implement system upgrades to handle predicted increases in trading volume and volatility, we may not be able to predict future volume increases or volatility accurately or that our systems and those of our data center services and cloud services providers will be able to accommodate these volume increases or volatility without failure or degradation.
Our systems, those of our data center and cloud services providers, or any other systems with which our systems interact could slow down significantly or fail for a variety of reasons, including: • malware or undetected errors in internal software programs or computer systems; • direct or indirect hacking or denial of service cybersecurity attacks; • inability to rapidly monitor all system activity; • inability to effectively resolve any errors in internal software programs or computer systems once they are detected; • failure to maintain adequate operational systems and infrastructure or comply with internal policies and procedures; • heavy stress placed on systems during peak times or due to high volumes or volatility; or • power or telecommunications failure, fire, flood, pandemic or any other natural disaster or catastrophe. 20 While we monitor system loads and performance and implement system upgrades to handle predicted increases in trading volume and volatility, we may not be able to predict future volume increases or volatility accurately or that our systems and those of our data center services and cloud services providers will be able to accommodate these volume increases or volatility without failure or degradation.
These legislative and regulatory initiatives impact the way in which we conduct our business, requiring changes to the way we provide our services or additional investment which may make our business less profitable. Further, as a provider of technology services to financial institutions, certain aspects of our U.S. operations are subject to regulatory oversight and examination by the FFIEC.
These legislative and regulatory initiatives impact the way in which we conduct our business, requiring changes to the way we provide our services or additional investment which may make our business less profitable. Further, as a provider of technology services to financial institutions, certain aspects of our U.S. operations are subject to regulatory examination by the FFIEC.
In such circumstances, we cannot be certain that we will be able to replace our key third-party vendors in a timely manner or on terms commercially reasonable to us given, among other reasons, the scope of responsibilities undertaken by some of our service providers, the depth of their experience and their familiarity with our operations generally. 20 If we change a significant vendor, an existing service provider makes significant changes to the way it conducts its operations, or is acquired, or we seek to bring in-house certain services performed today by third parties, we may experience unexpected disruptions in the provision of our solutions and increased expenses, which could have a material adverse effect on our business, profitability, and financial results.
In such circumstances, we cannot be certain that we will be able to replace our key third-party vendors in a timely manner or on terms commercially reasonable to us given, among other reasons, the scope of responsibilities undertaken by some of our service providers, the depth of their experience and their familiarity with our operations generally. 19 If we change a significant vendor, an existing service provider makes significant changes to the way it conducts its operations, or is acquired, or we seek to bring in-house certain services performed today by third parties, we may experience unexpected disruptions in the provision of our solutions and increased expenses, which could have a material adverse effect on our business, profitability, and financial results.
Acquisitions and integrating such acquisitions create certain risks and may affect operating results. As part of our overall business strategy, we may make acquisitions and strategic investments in companies, technologies or products, or enter joint ventures. In fact, over the last three fiscal years we have completed four acquisitions and made strategic investments in seven firms.
Acquisitions and integrating such acquisitions create certain risks and may affect operating results. As part of our overall business strategy, we may make acquisitions and strategic investments in companies, technologies or products, or enter joint ventures. In fact, over the last three fiscal years we have completed three acquisitions and made strategic investments in seven firms.
If we are unable to attract and retain qualified individuals or our recruiting and retention costs increase significantly, our operations and financial results could be materially adversely affected. 23 The inability to identify, obtain, retain, enforce and protect important intellectual property rights could harm our business.
If we are unable to attract and retain qualified individuals or our recruiting and retention costs increase significantly, our operations and financial results could be materially adversely affected. The inability to identify, obtain, retain, enforce and protect important intellectual property rights could harm our business.
In addition, it is possible that the larger financial institutions resulting from mergers or consolidations could decide to perform in-house some or all of the services that we currently provide or could provide.
In addition, it is possible that the larger financial institutions resulting from mergers or consolidations could decide to perform in-house some or all of the services that we currently provide or could provide to them.
See Note 3, “Revenue Recognition” and Note 11, “Deferred Client Conversion and Start-up Costs” to our consolidated financial statements for more information. 18 Security breaches or cybersecurity incidents could adversely affect our financial results and ability to operate, could result in personal, confidential or proprietary information being misappropriated, and may cause us to be held liable or suffer harm to our reputation.
See Note 3, “Revenue Recognition” and Note 11, “Deferred Client Conversion and Start-up Costs” to our consolidated financial statements for more information. 17 Security breaches or cybersecurity incidents could adversely affect our financial results and ability to operate, could result in personal, confidential or proprietary information being misappropriated, and may cause us to be held liable or suffer harm to our reputation.
Further, an adverse regulatory action that changes a client’s business or adversely affects its financial condition, could decrease their ability to purchase, or their demand for, our products and services. The loss of business from any of our larger clients could have a material adverse effect on our revenues and results of operations.
Further, an adverse regulatory action that changes a client’s business or adversely affects its financial condition could decrease their ability to purchase, or their demand for our products and services. The loss, or significant reduction, of business from any of our larger clients could have a material adverse effect on our revenues and results of operations.
The inability to properly perform our services or operational errors in the performance of our services could lead to liability for claims, client loss and result in reputational damage. Our clients operate in highly regulated industries and rely on our services to meet some of their regulatory requirements.
The inability to properly perform our services or operational errors in the performance of our services could lead to liability for claims, client loss and result in reputational damage. Our clients operate in highly regulated industries and rely on our services to meet some of their regulatory requirements and the demands of their customers.
We rely on these third parties, including for the provision of certain data center and cloud services, to provide services in a timely and accurate manner and to adequately address their own risks, including those related to cybersecurity.
We rely on these third parties, including for the provision of certain data center and cloud services, to provide services in a timely and accurate manner and to adequately address their own risks, including those related to cybersecurity and physical security.
In addition, if we fail to comply with applicable regulations and maintain practices that meet our stakeholders’ evolving expectations, it could harm our reputation, adversely affect our ability to attract and retain employees or clients and expose us to increased scrutiny from investors and regulatory authorities.
If we fail to comply with applicable regulations and maintain practices that meet our stakeholders’ evolving, and potentially divergent, expectations, it could harm our reputation, adversely affect our ability to attract and retain employees or clients and expose us to increased scrutiny from investors and regulatory authorities.
In addition, we could lose clients and our reputation could be harmed, negatively impacting our ability to attract new clients. 19 As a provider of data and business processing solutions, our systems contain a significant amount of sensitive data, including personal information, related to our clients, customers of our clients, and our employees.
In addition, we could lose clients and our reputation could be harmed, negatively impacting our ability to attract new clients. 18 As a provider of data and business processing solutions, our systems contain a significant amount of sensitive data, including personal information, related to our clients, customers of our clients, our employees, among others.
Such changes in laws or regulations could result in a material negative impact on our business and financial results. Therefore, our services, such as our proxy, shareholder report and prospectus distribution, and customer communications services, are particularly sensitive to changes in laws and regulations, including those governing the financial services industry and the securities markets.
Such changes in laws or regulations could result in a material negative impact on our business and financial results. Some of our services, such as our proxy communications, shareholder report and prospectus distribution, and other regulatory or customer communications services, are particularly sensitive to changes in laws and regulations, including those governing the financial services industry and the securities markets.
Our existing and future debt levels, and compliance with our debt service obligations, could have a negative impact on our financing options and liquidity position, which could adversely affect our business. As of June 30, 2024, we had $3,355.1 million in aggregate carrying amount of total debt.
Our existing and future debt levels, and compliance with our debt service obligations, could have a negative impact on our financing options and liquidity position, which could adversely affect our business. As of June 30, 2025, we had $3,252.3 million in aggregate carrying amount of total debt.
In addition, new regulations governing our clients could result in significant expenditures that could cause them to reduce their use of our services, seek to renegotiate existing agreements, or cease or curtail their operations, all of which could adversely impact our business.
In addition, new regulations governing our clients could result in significant expenditures that could cause them to reduce their use of our services, seek to renegotiate existing agreements, cease or curtail their operations, or otherwise alter their business relationship with us, all of which could adversely impact our business.
A downgrade would also have the effect of increasing our borrowing costs and could decrease the availability of funds we are able to borrow, adversely affecting our business, financial position, and results of operations.
A downgrade would also have the effect of increasing our borrowing costs and could decrease the availability of funds we are able to borrow, adversely affecting our business, financial position, and results of operations. Further, a downgrade could adversely affect our relationships with our clients.
Such costs for all clients represented approximately 11% of our total assets as of June 30, 2024, with one client representing a large portion of this amount.
Such costs for all clients represented approximately 10% of our total assets as of June 30, 2025, with one client representing a large portion of this amount.
Due to the nature of our products and services, we are subject to the risk of information security incidents, including those impacting our clients and third-party vendors.
Due to the nature of our products and services, we are subject to the risk of information security incidents, including those impacting our clients and third-party vendors. Some of our clients and third-party vendors have experienced cybersecurity incidents.
Our clients are subject to complex laws and regulations, and new laws or regulations and/or changes to existing laws or regulations could impact our clients and, in turn, adversely impact our business or may reduce our profitability. We provide technology solutions to financial services firms that are generally subject to extensive regulation in the U.S. and in other jurisdictions.
Our clients are subject to complex laws and regulations, and new laws or regulations and/or changes to existing laws or regulations could impact our clients and, in turn, adversely impact our business or may reduce our profitability. We provide technology solutions to financial services firms that are generally subject to extensive regulation globally.
Despite our efforts to identify, obtain, retain, enforce and protect our intellectual property rights and proprietary information, we cannot be certain that they will be effective or sufficient to prevent the unauthorized access, use, copying, theft or the reverse engineering of our intellectual property and proprietary information for a variety of reasons, including: (a) our inability to detect misappropriation by third parties of our intellectual property; (b) disparate legal protections for intellectual property across different countries; (c) constantly evolving intellectual property legal standards as to the scope of protection, validity, non-infringement, enforceability and infringement defenses; (d) failure to maintain appropriate contractual restrictions and other measures to protect our know- how and trade secrets, or contract breaches by others; (e) failure to identify and obtain patents on patentable innovations; (f) potential invalidation, unenforceability, scope narrowing, dilution and opposition, through litigation and administrative processes both in the U.S. and abroad, of our intellectual property rights; and (g) other business or resource limitations on intellectual property enforcement against third parties.
Despite our efforts to identify, obtain, retain, enforce and protect our intellectual property rights and proprietary information, we cannot be certain that they will be effective or sufficient to prevent the unauthorized access, use, copying, theft or the reverse engineering of our intellectual property and proprietary information for a variety of reasons, including: (a) our inability to detect misappropriation by third parties of our intellectual property; (b) disparate legal protections for intellectual property across different countries; (c) constantly evolving intellectual property legal standards as to the scope of protection, validity, non-infringement, enforceability and infringement defenses; (d) failure to maintain appropriate contractual restrictions and other measures to protect our know- how and trade secrets, or contract breaches by others; (e) failure to identify and obtain patents on patentable innovations; (f) potential invalidation, unenforceability, scope narrowing, dilution and opposition, through litigation and administrative processes both in the U.S. and abroad, of our intellectual property rights; and (g) other business or resource limitations on intellectual property enforcement against third parties. 23 Our products and services, and the products and services provided to us by third parties, may infringe upon intellectual property rights of third parties, and any infringement claims, whether initiated by or against us, could require us to incur substantial costs, distract our management, or prevent us from conducting our business.
Global economic and political conditions, including global health crises and geopolitical instability, broad trends in business and finance that are beyond our control have had and may have a material impact on our business operations and those of our clients and contribute to reduced levels of activity in the securities markets, which could adversely impact our business and results of operations.
Any of these factors, alone or in combination, could adversely affect our business, reputation, or results of operations. 21 Global economic and political conditions, including global health crises and geopolitical instability, broad trends in business and finance that are beyond our control have had and may have a material impact on our business operations and those of our clients and contribute to reduced levels of activity in the securities markets, which could adversely impact our business and results of operations.
Furthermore, certain third-party service providers or vendors may have access to sensitive data including personal information, valuable intellectual property and other proprietary or confidential data, including that provided to us by our clients.
Furthermore, certain third-party service providers or vendors may have access to or process sensitive data such as personal information, valuable intellectual property and other proprietary or confidential data, which may include data provided to us by our clients.
In addition, the inability to properly perform our services or errors in the performance of our services could result in a decline in confidence in our products and services and cause us to incur expenses including service penalties, lose revenues, lose clients or damage our reputation. In addition, some of our products, services and processes leverage machine learning and AI.
In addition, the inability to properly perform our services or errors in the performance of our services could result in a decline in confidence in our products and services, legal action, and cause us to incur expenses including service penalties, lose revenues, lose clients or damage our reputation.
Failure to settle a transaction may affect our ability to conduct these services or may reduce their profitability as a result of the reputational risk associated with failure to settle. ITEM 1B. Unresolved Staff Comments None.
Failure to settle a transaction may affect our ability to conduct these services or may reduce their profitability as a result of the reputational risk associated with failure to settle.
The core risks are in the areas of: • valuation : finding suitable businesses to acquire at affordable valuations or on other acceptable terms; competition for acquisitions from other potential acquirors, and negotiating a fair price for the business based on inherently limited due diligence reviews; • integration : managing the complex process of integrating the acquired company’s people, products, technology, and other assets, and converting their financial, information security, privacy and other systems and controls to meet our standards, so as to achieve intended strategic objectives and realize the projected value, synergies and other benefits in connection with the acquisition; and 24 • legacy issues : protecting against actions, claims, regulatory investigations, losses, and other liabilities related to the predecessor business.
The core risks are in the areas of: • valuation : finding suitable businesses to acquire at affordable valuations; competition for acquisitions from other potential acquirors, negotiating a fair price for the business based on inherently limited due diligence reviews; and structuring transactions on acceptable terms; • integration : managing the complex process of integrating the acquired company’s people, products, technology, and other assets, and converting their financial, information security, privacy and other systems and controls to meet our standards, so as to achieve intended strategic objectives and realize the projected value, synergies and other benefits in connection with the acquisition; The process of integrating these businesses may be difficult and expensive, disrupt our business and divert our resources.
In fiscal year 2024, our largest client accounted for approximately 8% of our consolidated revenues.
In fiscal year 2025, our largest client accounted for approximately 7% of our consolidated revenues.
We believe that our current and anticipated future growth will require the implementation of new and enhanced communications and information systems, the training of personnel to operate these systems, and the expansion and upgrade of core technologies.
The growth of our business and expansion of our client base may place a strain on our management and operations. We believe that our current and anticipated future growth will require the implementation of new and enhanced communications and information systems, the training of personnel to operate these systems, and the expansion and upgrade of core technologies.
Additionally, our revolving credit facility has a remaining borrowing capacity of $1,500.0 million as of June 30, 2024.
Additionally, our revolving credit facility has a remaining borrowing capacity of $1,366.5 million as of June 30, 2025.
These risks may arise for a number of reasons including, for example: • incurring unforeseen obligations or liabilities in connection with such acquisitions; • devoting unanticipated financial and management resources to an acquired business; • borrowing money from lenders or selling equity or debt securities to the public to finance future acquisitions on terms that may be adverse to us; • additional debt incurred to finance an acquisition could impact our liquidity and may cause a credit downgrade; • loss of clients of the acquired business; • entering markets where we have minimal prior experience; and • experiencing decreases in earnings as a result of non-cash impairment charges.
These risks may arise for a number of reasons including, for example: • incurring unforeseen obligations or liabilities in connection with such acquisitions; • devoting unanticipated financial and management resources to an acquired business; • borrowing money from lenders or selling equity or debt securities to the public to finance future acquisitions on terms that may be adverse to us; • additional debt incurred to finance an acquisition could impact our liquidity and may cause a credit downgrade; • loss of clients of the acquired business; • entering markets where we have minimal prior experience; • experiencing decreases in earnings as a result of non-cash impairment charges; • geographically separated organizations, systems, and facilities; • integrating personnel with diverse business backgrounds and organizational cultures; • complying with regulatory requirements; • enforcing intellectual property rights; and • general economic and political conditions. 24 • legacy issues : protecting against actions, claims, regulatory investigations, losses, and other liabilities related to the predecessor business.
For example, our investor communications services and the fees we charge our clients for certain services are subject to change if applicable SEC or stock exchange rules or regulations are amended, or new laws or regulations are adopted that change the proxy materials, regulatory disclosures, or other communications issuers are required to send or the manner in which they send them.
Our investor communications services and the fees we charge our clients for certain services are subject to change if applicable SEC or stock exchange rules, regulations or interpretations are amended, or new laws or regulations are adopted, that change the communications our clients are required to send or the manner in which they send them, including a change in default delivery method from paper to digital.
If we fail to adapt or keep pace with new technologies in a timely manner, it could harm our ability to compete, decrease the value of our products and services to our clients, and harm our business and impact our future growth.
If we fail to adapt or keep pace with new technologies in a timely manner, it could harm our ability to compete, decrease the value of our products and services to our clients, and harm our business and impact our future growth. 22 If the operational systems and infrastructure that we depend on fail to keep pace with our growth, we may experience operating inefficiencies, client dissatisfaction and lost revenue opportunities.
Further, there is increased focus, including by governments, regulators, our investors, employees, clients and other stakeholders, on sustainability matters, which has resulted in new or additional legal and regulatory requirements and may require increased compliance and operational costs.
Furthermore, the changing nature of privacy laws in the U.S., the European Union and elsewhere could impact our processing of personal information. Further, there is increased focus, including by governments, regulators, our investors, employees, clients and other stakeholders, on sustainability matters, which has resulted in new or additional legal and regulatory requirements and may require increased compliance and operational costs.
Further, a downgrade could adversely affect our relationships with our clients. 25 We may incur non-cash impairment charges in the future associated with our portfolio of intangible assets, including goodwill. As a result of past acquisitions, we carry a significant goodwill and other acquired intangible assets on our balance sheet.
We may incur non-cash impairment charges in the future associated with our portfolio of intangible assets, including goodwill. As a result of past acquisitions, we carry a significant goodwill and other acquired intangible assets on our balance sheet. In addition, we also defer certain costs to onboard a client or convert a client’s systems to function with our technology.
In addition, we also defer certain costs to onboard a client or convert a client’s systems to function with our technology. Goodwill, intangible assets, net, and deferred client conversion and start-up costs accounted for approximately 69% of the total assets on our balance sheet as of June 30, 2024.
Goodwill, intangible assets, net, and deferred client conversion and start-up costs accounted for approximately 67% of the total assets on our balance sheet as of June 30, 2025.
Removed
Furthermore, the changing nature of privacy laws in the U.S., the European Union and elsewhere could impact our processing of personal information of our employees and on behalf of our clients.
Added
These stakeholders may have differing expectations or requirements regarding sustainability, and applicable regulations in various jurisdictions may be inconsistent or conflict with one another, presenting additional challenges to compliance.
Removed
The use of such technology is subject to risk and may result in insufficient or inaccurate information. These deficiencies could undermine the quality of these products and services provided to our clients, subjecting us to legal liability and reputational damage.
Added
Our use and incorporation of a broad range of artificial intelligence technologies in our products, services, and operations present risks, uncertainties, and challenges that could adversely affect our business, financial condition, and results of operations.
Removed
If the operational systems and infrastructure that we depend on fail to keep pace with our growth, we may experience operating inefficiencies, client dissatisfaction and lost revenue opportunities. The growth of our business and expansion of our client base may place a strain on our management and operations.
Added
Our ability to attract and retain clients depends on our capacity to develop and support innovative products and services, including through developing or deploying emerging technologies such as artificial intelligence.
Removed
Our products and services, and the products and services provided to us by third parties, may infringe upon intellectual property rights of third parties, and any infringement claims, whether initiated by or against us, could require us to incur substantial costs, distract our management, or prevent us from conducting our business.
Added
Some of our products, services and processes leverage AI, including both machine learning and Generative AI, and we continue to make investments in initiatives focused on the further development and deployment of these technologies.
Removed
Also, the process of integrating these businesses may be difficult and expensive, disrupt our business and divert our resources.
Added
However, there is no assurance that our use or development of AI will enhance our products or services or their marketability, improve operating results, or deliver anticipated benefits, and our product development initiatives involving AI may be unsuccessful.
Removed
In addition, international acquisitions often involve additional or increased risks including, for example: • geographically separated organizations, systems, and facilities; • integrating personnel with diverse business backgrounds and organizational cultures; • complying with non-U.S. regulatory requirements; • enforcing intellectual property rights in some non-U.S. countries; and • general economic and political conditions.
Added
While implementation of these technologies offers the potential for innovation and competitive differentiation, it also poses significant risks and uncertainties, especially given its early stage of commercial adoption.
Added
The use of AI in our product initiatives and offerings or services, or in our internal business operations, may give rise to risks related to accuracy, bias, discrimination, intellectual property infringement, misappropriation or leakage of proprietary, confidential and personal information, defamation, data privacy, and cybersecurity.
Added
Any error, defect, or vulnerability in our AI-powered products or business processes could undermine the quality of our products and services, adversely impact our clients’ businesses, subject us or our clients to regulatory scrutiny, fines or litigation and cause reputational harm.
Added
We are exposed to similar risks in connection with the use of AI technology by our third-party vendors and clients. These technologies are subject to an evolving and fragmented legal and regulatory landscape.
Added
The absence of a unified regulatory framework, and the risk of divergent or conflicting regulations across jurisdictions applicable to our business, could increase the complexity and costs of compliance for us and our clients. New or changing legal requirements may limit or restrict our use of AI, impose burdensome obligations, or require us to modify or discontinue certain offerings.
Added
These factors are beyond our control and may negatively impact our ability to perform our services or the demand for our services or may increase our costs resulting in an adverse impact on our business and results of operations.
Added
Any of these factors, alone or in combination, may result in unanticipated obligations, disputes, exposure to litigation and regulatory action and adversely affect our business, reputation, or results of operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

11 edited+1 added−4 removed2 unchanged
Biggest changeWe maintain International Organization for Standardization (“ISO”) 27001 certification for most of our business units and core applications and facilities, and, where applicable, align to other industry standards or frameworks, including Cloud Security Alliance’s Cloud Controls Matrix (“CSA CCM”), Payment Card Industry Data Security Standard (“PCI DSS”), Health Insurance Portability and Accountability Act (“HIPAA”), and HITRUST Common Security Framework (“HITRUST CSF”).
Biggest changeWhere applicable, we align to other industry standards or frameworks, including the Cloud Security Alliance’s Cloud Controls Matrix, the Payment Card Industry Data Security Standard, the Health Insurance Portability and Accountability Act, and the CSF HiTRUST Common Security Framework. Cybersecurity Risk Management and Strategy We recognize the importance of identifying, assessing, and managing material risks associated with cybersecurity threats.
Our cybersecurity risk management program is integrated into our overall enterprise risk management (“ERM”) process which provides an ongoing procedure, effected at all levels of the Company across business units and corporate functions, to identify and assess risk, monitor risk, and take appropriate mitigating action.
Our cybersecurity risk management program is integrated into our overall enterprise risk management (“ERM”) process which provides an ongoing procedure, effected at all levels of the Company and across business units and corporate functions, to identify and assess risk, monitor risk, and take appropriate mitigating action.
The NIST Framework outlines security controls and outcomes over five functions: identify, protect, detect, respond, and recover; 26 • conduct network and endpoint monitoring, vulnerability assessments, and network penetration testing; • conduct quarterly information security management and incident training, and regular phishing email simulations for all associates to enhance awareness and responsiveness to possible threats; • run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our policies and procedures; • conduct information security reviews and due diligence on key service providers to identify, assess, mitigate, and monitor risks associated with our use of third-party software and services; and • maintain global information security policies and procedures, including an incident response and crisis management plan which include processes to triage, assess, investigate, escalate, contain, and remediate cybersecurity incidents.
The NIST Framework outlines security controls and outcomes over five functions: identify, protect, detect, respond, and recover; • conduct network and endpoint monitoring, vulnerability assessments, and network penetration testing; • conduct quarterly information security management and incident training, and regular phishing email simulations for all associates to enhance awareness and responsiveness to possible threats; • run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our policies and procedures; • conduct information security reviews and due diligence on key service providers to identify, assess, mitigate, and monitor risks associated with our use of third-party software and services; and • maintain global information security policies and procedures, including an incident response and crisis management plan that include processes to triage, assess, investigate, escalate, contain, and remediate cybersecurity incidents.
Central to our risk management process is the Risk Committee, which is a management committee that oversees the identification and assessment of the key risks affecting our operations and reviews the controls established with respect to these risks.
Central to our risk management process is the Risk Committee, a management committee that oversees the identification and assessment of the key risks affecting our operations and reviews the controls established with respect to these risks.
Our CISO has more than 25 years of experience in managing and leading cybersecurity functions which includes cybersecurity operations, strategy and governance, and information technology and security risk, compliance, and audit responsibilities across the U.S., Latin America, United Kingdom, Eastern Europe, Singapore, and China.
Our CISO has more than 25 years of experience in managing and leading cybersecurity functions including cybersecurity operations, strategy and governance, and information technology and security risk, compliance, and audit responsibilities across the U.S., Latin America, United Kingdom, Eastern Europe, Singapore, and China.
We further describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “Security breaches or cybersecurity incidents could adversely affect our ability to operate, could result in personal, confidential or proprietary information being misappropriated, and may cause us to be held liable or suffer harm to our reputation.,” included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.
We further describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “Security breaches or cybersecurity incidents could adversely affect our financial results and our ability to operate, could result in personal, confidential or proprietary information being misappropriated, and may cause us to be held liable or suffer harm to our reputation,” included as part of our risk factor disclosures at Item 1A. of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein. 26 Cybersecurity Governance Our information security program and team are currently managed by our Chief Information Security Officer (“CISO”) who reports to our Chief Technology Officer.
With respect to risk management, our CISO works closely with our Managing Director, Risk Management, and other members of our Risk Committee, including the President, Chief Financial Officer, Chief Legal Officer, and Chief Technology Officer, who are responsible for reviewing and challenging, as necessary, the activities of our information security team.
With respect to risk management, our CISO works closely with our Managing Director, Risk Management, and other members of our Risk Committee, who are responsible for reviewing and challenging, as necessary, the activities of our information security team. The responsibilities of the Company’s Board include oversight of our risk management processes. The Board has two primary methods of oversight.
ITEM 1C. Cybersecurity Our information security program is designed to meet the needs of our clients who entrust us with their sensitive information.
ITEM 1C. Cybersecurity Our information security program is designed to meet the needs of our clients who entrust us with their sensitive information. We maintain International Organization for Standardization 27001 certification for our enterprise-wide information security management system and program.
The Audit Committee assists the Board in its oversight of the Company’s information security program, including cybersecurity and data privacy risks and controls. Our CISO provides reports on the Company’s cybersec urity program to the Audit Committee, which includes all members of the Board, on a quarterly basis.
Our CISO provides reports on the Company’s cybersec urity program to the Audit Committee, which includes all members of the Board, on a quarterly basis. In addition, our Internal Audit function regularly audits our technology and cybersecurity programs and reports to the Audit Committee on its findings.
The Risk Committee is comprised of key members of management, including the President, Chief Financial Officer, Chief Legal Officer, Chief Information Security Officer, Chief Privacy Officer, and other senior executives of the Company. Our Risk Committee collaborates with subject matter experts, as needed, to gather insights for identifying and assessing material cybersecurity risks, their severity, and potential mitigations.
Our Risk Committee collaborates with subject matter experts, as needed, to gather insights for identifying and assessing material cybersecurity risks, their severity, and potential mitigations.
The responsibilities of the Company’s Board of Directors (“Board”) include oversight of our risk management processes. The Board has two primary methods of oversight. The first method is through the ERM process through which the Board receives regular reports from management regarding the most significant risks facing the Company. The second is through the functioning of the Board’s committees.
The first method is the ERM process through which the Board receives regular reports from management regarding the most significant risks facing the Company. The second is through the functioning of the Board’s committees. The Audit Committee assists the Board in its oversight of the Company’s information security program, including cybersecurity and data privacy risks and controls.
Removed
Cybersecurity Risk Management and Strategy We recognize the importance of identifying, assessing, and managing material risks associated with cybersecurity threats.
Added
The Risk Committee is comprised of key members of management, including the President, Chief Financial Officer, Chief Legal Officer, Chief Information Security Officer, Chief Technology Officer, Chief Compliance Officer, and other senior executives of the Company.
Removed
We are currently evaluating our program against the newly issued NIST Framework 2.0.
Removed
Cybersecurity Governance Our information security program and team are currently managed by our Chief Information Security Officer (“CISO”) who reports to our Chief Technology Officer.
Removed
In addition, our Internal Audit function regularly audits our technology and cybersecurity programs and reports to the Audit Committee on its findings.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeFor information concerning the Company’s legal proceedings, reference is made to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K. 27 ITEM 4. Mine Safety Disclosures Not applicable. 28 PART II.
Biggest changeFor information concerning the Company’s legal proceedings, reference is made to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K. ITEM 4. Mine Safety Disclosures Not applicable. 27 PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+2 added−1 removed4 unchanged
Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers The following table contains information about our purchases of our equity securities for each of the three months during our fourth fiscal quarter ended June 30, 2024: 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) April 1, 2024 – April 30, 2024 114,335 $ 203.23 — 8,755,125 May 1, 2024 – May 31, 2024 1,505,502 199.52 1,503,778 7,251,347 June 1, 2024 – June 30, 2024 — — — 7,251,347 Total 1,619,837 $ 199.78 1,503,778 (1) Includes 116,059 shares purchased from employees to pay taxes related to the vesting of restricted stock units.
Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers The following table contains information about our purchases of our equity securities for each of the three months during our fourth fiscal quarter ended June 30, 2025: 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) April 1, 2025 – April 30, 2025 123,939 $ 244.72 — 7,251,347 May 1, 2025 – May 31, 2025 389,483 236.24 388,140 6,863,207 June 1, 2025 – June 30, 2025 33,993 244.66 33,990 6,829,217 Total 547,415 $ 238.68 422,130 (1) Includes 125,285 shares purchased from employees to pay taxes related to the vesting of restricted stock units.
The declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors, and will depend upon many factors, including our financial condition, earnings, capital requirements of our businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board of Directors deems relevant.
The declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board, and will depend upon many factors, including our financial condition, earnings, capital requirements of our businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board deems relevant.
The graph assumes $100 was invested on June 30, 2019 in our common stock and in each of the indices and assumes that all cash dividends are reinvested. The table below the graph shows the dollar value of those investments as of the dates in the graph.
The graph assumes $100 was invested on June 30, 2020 in our common stock and in each of the indices and assumes that all cash dividends are reinvested. The table below the graph shows the dollar value of those investments as of the dates in the graph.
The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that Broadridge specifically incorporates it by reference into such filing. 29 Comparison of Five Year Cumulative Total Return Among Broadridge Financial Solutions, Inc., S&P 500 Index, S&P 500 Information Technology Index, and S&P 500 Industrials Index (in dollars) June 30, 2019 June 30, 2020 June 30, 2021 June 30, 2022 June 30, 2023 June 30, 2024 Broadridge Financial Solutions.
The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that Broadridge specifically incorporates it by reference into such filing. 28 Comparison of Five Year Cumulative Total Return Among Broadridge Financial Solutions, Inc., S&P 500 Index, and S&P 500 Industrials Index (in dollars) June 30, 2020 June 30, 2021 June 30, 2022 June 30, 2023 June 30, 2024 June 30, 2025 Broadridge Financial Solutions.
Any share repurchases will be made in the open market or privately negotiated transactions in compliance with applicable legal requirements and other factors. 30 ITEM 6. [Reserved]
Any share repurchases will be made in the open market or privately negotiated transactions in compliance with applicable legal requirements and other factors. 29 ITEM 6. [Reserved]
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock began trading “regular way” on the NYSE under the symbol “BR” on April 2, 2007. There were 8,492 stockholders of record of the Company’s common stock as of August 1, 2024.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock began trading “regular way” on the NYSE under the symbol “BR” on April 2, 2007. There were 8,111 stockholders of record of the Company’s common stock as of August 1, 2025.
Performance Graph The following graph compares the cumulative total return on Broadridge common stock from June 30, 2019 to June 30, 2024, with the comparable cumulative return of the: (i) S&P 500 Index, (ii) S&P 500 Information Technology Index, and (iii) S&P 500 Industrials Index.
Performance Graph The following graph compares the cumulative total return on Broadridge common stock from June 30, 2020 to June 30, 2025, with the comparable cumulative return of the: (i) S&P 500 Index, and (ii) S&P 500 Industrials Index.
(2) During the fiscal quarter ended June 30, 2024, the Company repurchased 1,503,778 shares of common stock at an average price of $199.52 under its share repurchase program. At June 30, 2024, the Company had 7,251,347 shares available for repurchase under its share repurchase program.
(2) During the fiscal quarter ended June 30, 2025, the Company repurchased 422,130 shares of common stock at an average price of $236.91 under its share repurchase program. At June 30, 2025, the Company had 6,829,217 shares available for repurchase under its share repurchase program.
On August 5, 2024, our Board of Directors increased our quarterly cash dividend by $0.08 per share to $0.88 per share, an increase in our expected annual dividend amount from $3.20 to $3.52 per share.
On August 4, 2025, our Board approved an increase in our quarterly cash dividend by $0.095 per share to $0.975 per share, an increase in our expected annual dividend amount from $3.52 to $3.90 per share.
Removed
Common Stock $ 100.00 $ 100.73 $ 130.98 $ 117.52 $ 139.21 $ 168.33 S&P 500 Index $ 100.00 $ 107.49 $ 151.32 $ 135.23 $ 161.69 $ 201.37 S&P 500 Information Technology Index $ 100.00 $ 135.88 $ 193.48 $ 167.24 $ 234.58 $ 332.58 S&P 500 Industrials Index $ 100.00 $ 90.95 $ 137.72 $ 119.22 $ 149.17 $ 172.25 We elected to add the S&P 500 Industrials Index to align with S&P’s classification of Broadridge under the Global Industry Classification Standard (GICS®) within the Industrials sector.
Added
Common Stock $ 100.00 $ 130.03 $ 116.67 $ 138.21 $ 167.11 $ 209.37 S&P 500 Index $ 100.00 $ 140.77 $ 125.81 $ 150.43 $ 187.35 $ 215.71 S&P 500 Industrials Index $ 100.00 $ 151.43 $ 131.09 $ 164.02 $ 189.39 $ 232.41 In June 2024, we elected to add the S&P 500 Industrials Index to align with S&P’s classification of Broadridge under the Global Industry Classification Standard (GICS®) within the Industrials sector.
Added
We removed the S&P 500 Information Technology Index this fiscal year.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

70 edited+16 added−46 removed71 unchanged
Biggest changeReconciliation of such Non-GAAP measures to the most directly comparable GAAP measures (unaudited) : Years ended June 30, 2024 2023 (in millions) Operating income (GAAP) $ 1,017.1 $ 936.4 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 200.3 214.4 Acquisition and Integration Costs 3.9 15.8 Restructuring and Other Related Costs (a) 63.0 20.4 Litigation Settlement Charges 18.4 — Russia-Related Exit Costs (b) — 12.1 Adjusted Operating income (Non-GAAP) $ 1,302.8 $ 1,199.1 Operating income margin (GAAP) 15.6 % 15.4 % Adjusted Operating income margin (Non-GAAP) 20.0 % 19.8 % 43 Years ended June 30, 2024 2023 (in millions) Net earnings (GAAP) $ 698.1 $ 630.6 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 200.3 214.4 Acquisition and Integration Costs 3.9 15.8 Restructuring and Other Related Costs (a) 63.0 20.4 Litigation Settlement Charges 18.4 — Russia-Related Exit Costs (b) — 10.9 Subtotal of adjustments 285.6 261.6 Tax impact of adjustments (c) (62.6) (57.5) Adjusted Net earnings (Non-GAAP) $ 921.2 $ 834.6 Years ended June 30, 2024 2023 Diluted earnings per share (GAAP) $ 5.86 $ 5.30 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 1.68 1.80 Acquisition and Integration Costs 0.03 0.13 Restructuring and Other Related Costs (a) 0.53 0.17 Litigation Settlement Charges 0.15 — Russia-Related Exit Costs — 0.09 Subtotal of adjustments 2.40 2.20 Tax impact of adjustments (c) (0.53) (0.48) Adjusted earnings per share (Non-GAAP) $ 7.73 $ 7.01 _________ (a) Restructuring and Other Related Costs for the fiscal year ended June 30, 2024 includes $56.0 million of severance and professional services costs directly related to the Corporate Restructuring Initiative and a $7.0 million asset impairment charge as a result of the exit of a business in connection with the Corporate Restructuring Initiative.
Biggest changeReconciliation of such Non-GAAP measures to the most directly comparable GAAP measures (unaudited) : Years ended June 30, 2025 2024 (in millions) Operating income (GAAP) $ 1,188.6 $ 1,017.1 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 196.6 200.3 Acquisition and Integration Costs 18.3 3.9 Restructuring and Other Related Costs (a) 7.4 63.0 Litigation Settlement Charges — 18.4 Adjusted Operating income (Non-GAAP) $ 1,410.9 $ 1,302.8 Operating income margin (GAAP) 17.3 % 15.6 % Adjusted Operating income margin (Non-GAAP) 20.5 % 20.0 % 41 Years ended June 30, 2025 2024 (in millions) Net earnings (GAAP) $ 839.5 $ 698.1 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 196.6 200.3 Acquisition and Integration Costs 18.3 3.9 Restructuring and Other Related Costs (a) 7.4 63.0 Litigation Settlement Charges — 18.4 Subtotal of adjustments 222.3 285.6 Tax impact of adjustments (b) (50.4) (62.6) Adjusted Net earnings (Non-GAAP) $ 1,011.5 $ 921.2 Years ended June 30, 2025 2024 Diluted earnings per share (GAAP) $ 7.10 $ 5.86 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 1.66 1.68 Acquisition and Integration Costs 0.15 0.03 Restructuring and Other Related Costs (a) 0.06 0.53 Litigation Settlement Charges — 0.15 Subtotal of adjustments 1.88 2.40 Tax impact of adjustments (b) (0.43) (0.53) Adjusted earnings per share (Non-GAAP) $ 8.55 $ 7.73 _________ (a) Restructuring and Other Related Costs for the fiscal year ended June 30, 2025 consists of severance and other costs related to the closure of substantially all operations of a production facility.
The types of services we provide that comprise event-driven activity are: • 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.
The types of services we provide that comprise event-driven activity are: • 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. 34 • 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.
Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.
Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.
Recently Issued Accounting Pronouncements Please refer to Note 2, “Summary of Significant Accounting Policies” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for a discussion on the impact of the adoption of new accounting pronouncements.
Recently Issued Accounting Pronouncements Please refer to Note 2, “Summary of Significant Accounting Policies” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a discussion on the impact of the adoption of new accounting pronouncements. 47
A 10% change in our estimates of projected future operating cash flows, discount rates, or terminal value growth rates used in our calculations of the fair values of the reporting units would not result in an impairment of our Goodwill. Income Taxes .
A 10% change in our estimates of projected future operating cash flows, discount rates, or terminal value growth rates used in our calculations of the fair values of the reporting units would not result in an impairment of our Goodwill. 31 Income Taxes .
Our solutions enable better financial lives by powering investing, governance and communications and help reduce the need for our clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities. Our businesses operate in two reportable segments: Investor Communication Solutions and Global Technology and Operations.
Our solutions enable better financial lives by powering investing, governance and communications and help reduce the need for our clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities. Our businesses operate in two reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).
See “Forward-Looking Statements” and “Risk Factors” included in Part 1 of this Annual Report on Form 10-K. The discussion summarizing the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal year ended June 30, 2023 can be found in Part II, “Item 7.
See “Forward-Looking Statements” and “Risk Factors” included in Part 1 of this Annual Report on Form 10-K. The discussion summarizing the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal year ended June 30, 2024 can be found in Part II, “Item 7.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This discussion summarizes the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal years ended June 30, 2024 and 2023, and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This discussion summarizes the significant factors affecting the results of operations and financial condition of Broadridge during the fiscal years ended June 30, 2025 and 2024, and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein.
A hypothetical change of one percentage point in the forfeiture rate assumption used for the fiscal year 2024 stock option grants would result in an approximate $0.2 million change in the total pre-tax stock-based compensation expense for the fiscal year 2024 grants, which would be amortized over the vesting period.
A hypothetical change of one percentage point in the forfeiture rate assumption used for the fiscal year 2025 stock option grants would result in an approximate $0.2 million change in the total pre-tax stock-based compensation expense for the fiscal year 2025 grants, which would be amortized over the vesting period.
U.S. federal net operating loss carryforwards resulting from tax losses beginning with the fiscal year ended June 30, 2019 have an indefinite carryforward under the U.S. Tax Cuts and Jobs Act (the “Tax Act”). The Company did not generate federal net operating losses for the fiscal year ended June 30, 2024.
U.S. federal net operating loss carryforwards resulting from tax losses beginning with the fiscal year ended June 30, 2019 have an indefinite carryforward under the U.S. Tax Cuts and Jobs Act (the “Tax Act”). The Company did not generate federal net operating losses for the fiscal year ended June 30, 2025.
Discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments for the fiscal year ended June 30, 2023 compared to the fiscal year ended June 30, 2022 is disclosed in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2023 Annual Report.
Discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments for the fiscal year ended June 30, 2024 compared to the fiscal year ended June 30, 2023 is disclosed in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2024 Annual Report.
(6) Due to the uncertainty related to the timing of the reversal of uncertain tax positions, only uncertain tax benefits related to certain settlements have been provided in the table above. The Company is unable to make reasonably reliable estimates related to the timing of the remaining gross unrecognized tax benefit liability of $78.9 million (inclusive of interest).
(6) Due to the uncertainty related to the timing of the reversal of uncertain tax positions, only uncertain tax benefits related to certain settlements have been provided in the table above. The Company is unable to make reasonably reliable estimates related to the timing of the remaining gross unrecognized tax benefit liability of $100.6 million (inclusive of interest).
A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year 2024 stock option grants would result in an approximate $2.4 million change in total pre-tax stock-based compensation expense for the fiscal year 2024 grants, which would be amortized over the vesting period.
A hypothetical change of five percentage points applied to the volatility assumption used to determine the fair value of the fiscal year 2025 stock option grants would result in an approximate $2.8 million change in total pre-tax stock-based compensation expense for the fiscal year 2025 grants, which would be amortized over the vesting period.
A hypothetical change of one year in the expected life assumption used to determine the fair value of the fiscal year 2024 stock option grants would result in an approximate $1.5 million change in the total pre-tax stock-based compensation expense for the fiscal year 2024 grants, which would be amortized over the vesting period.
A hypothetical change of one year in the expected life assumption used to determine the fair value of the fiscal year 2025 stock option grants would result in an approximate $1.9 million change in the total pre-tax stock-based compensation expense for the fiscal year 2025 grants, which would be amortized over the vesting period.
As such, the timing and level of event-driven activity and its potential impact on revenues and earnings are difficult to forecast. Generally, mutual fund proxy activity has been subject to a greater level of volatility than the other components of event-driven activity. During fiscal year 2024, mutual fund proxy revenues were 66% higher than the prior fiscal year.
As such, the timing and level of event-driven activity and its potential impact on revenues and earnings are difficult to forecast. Generally, mutual fund proxy activity has been subject to a greater level of volatility than the other components of event-driven activity. During fiscal year 2025, mutual fund proxy revenues were 75% higher than the prior fiscal year.
In addition, management focuses on select operating metrics specific to Broadridge of Record Growth and Internal Trade Growth, as defined below.
In addition, management focuses on select operating metrics specific to Broadridge of Position Growth and Internal Trade Growth, as defined below.
A hypothetical one-half percentage point change in the dividend yield assumption used to determine the fair value of the fiscal year 2024 stock option grants would result in an approximate $1.5 million change in the total pre-tax stock-based compensation expense for the fiscal year 2024 grants, which would be amortized over the vesting period. 33 KEY PERFORMANCE INDICATORS Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance.
A hypothetical one-half percentage point change in the dividend yield assumption used to determine the fair value of the fiscal year 2025 stock option grants would result in an approximate $1.4 million change in the total pre-tax stock-based compensation expense for the fiscal year 2025 grants, which would be amortized over the vesting period. 32 KEY PERFORMANCE INDICATORS Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance.
DESCRIPTION OF THE COMPANY AND BUSINESS SEGMENTS Broadridge, a Delaware corporation and a part of the S&P 500 ® Index, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors and mutual funds. Our services include investor communications, securities processing, data and analytics, and customer communications solutions.
DESCRIPTION OF THE COMPANY AND BUSINESS SEGMENTS Broadridge, a Delaware corporation, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors, and mutual funds. Our services include investor communications, securities processing, data and analytics, and customer communications solutions.
Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets of certain subsidiaries to offset future taxable earnings. The Company has recorded valuation allowances of $10.8 million and $10.3 million at June 30, 2024 and 2023, respectively.
Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that the Company will not be able to utilize the deferred tax assets of certain subsidiaries to offset future taxable earnings. The Company has recorded valuation allowances of $11.2 million and $10.8 million at June 30, 2025 and 2024, respectively.
Purchase obligations also includes $53.0 million of other liabilities recorded on the Company’s Consolidated Balance Sheet as of June 30, 2024. (5) The Company has a future commitment to fund $0.4 million to an investee that is not included in the table above due to the uncertainty of the timing of this future payment.
Purchase obligations also includes $54.6 million of other liabilities recorded on the Company’s Consolidated Balance Sheet as of June 30, 2025. (5) The Company has a future commitment to fund $26.0 million to an investee that is not included in the table above due to the uncertainty of the timing of this future payment.
During fiscal year 2023, mutual fund proxy revenues were 51% lower than the prior fiscal year. Although it is difficult to forecast the levels of event-driven activity, we expect that the portion of revenues derived from mutual fund proxy activity may continue to experience volatility in the future.
During fiscal year 2024, mutual fund proxy revenues were 66% higher than the prior fiscal year. Although it is difficult to forecast the levels of event-driven activity, we expect that the portion of revenues derived from mutual fund proxy activity may continue to experience volatility in the future.
Interim record growth (also referred to as “IRG” or “mutual fund/ETF position growth”) measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.
Mutual fund/ETF position growth measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year 2023 (the “2023 Annual Report”), which was filed with the Securities and Exchange Commission on August 8, 2023.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year 2024 (the “2024 Annual Report”), which was filed with the Securities and Exchange Commission on August 6, 2024.
Years ended June 30, 2024 2023 (in millions) Net cash flows from operating activities (GAAP) $ 1,056.2 $ 823.3 Capital expenditures and Software purchases and capitalized internal use software (113.0) (75.2) Free cash flow (Non-GAAP) $ 943.2 $ 748.2 44 Year Ended June 30, 2024 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Communications Total Recurring revenue growth (GAAP) 5 % 8 % 7 % 1 % 5 % Impact of foreign currency exchange 0 % 0 % 0 % 0 % 0 % Recurring revenue growth constant currency (Non-GAAP) 5 % 7 % 7 % 2 % 5 % Year Ended June 30, 2024 Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 9 % 7 % 8 % Impact of foreign currency exchange (1 %) 0 % 0 % Recurring revenue growth constant currency (Non-GAAP) 8 % 7 % 8 % Year Ended June 30, 2024 Consolidated Total Recurring revenue growth (GAAP) 6 % Impact of foreign currency exchange 0 % Recurring revenue growth constant currency (Non-GAAP) 6 % 45 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents consisted of the following: June 30, 2024 2023 (in millions) Cash and cash equivalents: Domestic cash $ 78.4 $ 46.1 Cash held by foreign subsidiaries 177.3 141.7 Cash held by regulated entities 48.7 64.5 Total cash and cash equivalents $ 304.4 $ 252.3 At June 30, 2024 and 2023, Cash and cash equivalents were $304.4 million and $252.3 million, respectively.
Years ended June 30, 2025 2024 (in millions) Net cash flows from operating activities (GAAP) $ 1,171.3 $ 1,056.2 Capital expenditures and Software purchases and capitalized internal use software (114.9) (113.0) Free cash flow (Non-GAAP) $ 1,056.4 $ 943.2 42 Year Ended June 30, 2025 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Communications Total Recurring revenue growth (GAAP) 7 % 6 % 5 % 5 % 6 % Impact of foreign currency exchange 0 % 0 % 0 % 0 % 0 % Recurring revenue growth constant currency (Non-GAAP) 7 % 5 % 5 % 5 % 6 % Year Ended June 30, 2025 Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 6 % 10 % 8 % Impact of foreign currency exchange 0 % 1 % 1 % Recurring revenue growth constant currency (Non-GAAP) 6 % 12 % 8 % Year Ended June 30, 2025 Consolidated Total Recurring revenue growth (GAAP) 7 % Impact of foreign currency exchange 0 % Recurring revenue growth constant currency (Non-GAAP) 7 % 43 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents consisted of the following: June 30, 2025 2024 (in millions) Cash and cash equivalents: Domestic cash $ 326.2 $ 78.4 Cash held by foreign subsidiaries 174.6 177.3 Cash held by regulated entities 60.7 48.7 Total cash and cash equivalents $ 561.5 $ 304.4 At June 30, 2025 and 2024, Cash and cash equivalents were $561.5 million and $304.4 million, respectively.
These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Free cash flow, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.
GAAP except where otherwise noted. In certain circumstances, Non-GAAP results have been presented. These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, Free cash flow, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.
(c) Calculated using the GAAP effective tax rate, adjusted to exclude $12.9 million of excess tax benefits (“ETB”) associated with stock-based compensation for the fiscal year ended June 30, 2024, and $10.4 million of ETB associated with stock-based compensation for the fiscal year ended June 30, 2023.
(b) Calculated using the GAAP effective tax rate, adjusted to exclude $20.5 million of excess tax benefits (“ETB”) associated with stock-based compensation for the fiscal year ended June 30, 2025, and $12.9 million of ETB associated with stock-based compensation for the fiscal year ended June 30, 2024.
ANALYSIS OF REPORTABLE SEGMENTS Broadridge has two reportable segments: (1) Investor Communication Solutions and (2) Global Technology and Operations. The primary component of “Other” are certain gains, losses, corporate overhead expenses and non-operating expenses that have not been allocated to the reportable segments, such as interest expense.
ANALYSIS OF REPORTABLE SEGMENTS Broadridge has two reportable segments: (1) Investor Communication Solutions and (2) Global Technology and Operations. The primary components of “Corporate and Other” are certain gains, losses, centrally managed activities, and non-operating expenses that have not been allocated to the reportable segments, such as interest expense.
For the fiscal years ended June 30, 2024 and 2023, Closed sales were $341.8 million and $245.8 million, respectively.
For the fiscal years ended June 30, 2025 and 2024, Closed sales were $287.9 million and $341.8 million, respectively.
(iii) Restructuring and Other Related Costs, which represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas. Refer to Note 13, “Payables and Accrued Expenses” for further details on the Company’s Corporate Restructuring Initiative.
(iii) Restructuring and Other Related Costs, which represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas, in addition to other restructuring activities.
Years Ended June 30, 2024 2023 Change $ % ($ in millions) Revenues Recurring revenues $ 1,648.9 $ 1,525.2 $ 123.7 8 Earnings before Income Taxes Earnings before income taxes $ 173.3 $ 183.9 $ (10.6) (6) Pre-tax Margin 10.5 % 12.1 % Points of Growth Net New Business Internal Growth Acquisitions Foreign Exchange Total Recurring revenue Growth Drivers 4pts 3pts 0pts 0pts 8 % For the fiscal year ended June 30, 2024: • Recurring revenues increased $123.7 million, or 8%, to $1,648.9 million.
Years Ended June 30, 2025 2024 Change $ % ($ in millions) Revenues Recurring revenues $ 1,776.1 $ 1,648.9 $ 127.2 8 Earnings before Income Taxes Earnings before income taxes $ 201.4 $ 173.3 $ 28.0 16 Pre-tax Margin 11.3 % 10.5 % Points of Growth Net New Business Internal Growth Acquisitions Foreign Exchange Total Recurring revenue Growth Drivers 1pt 3pts 4pts -1pt 8 % For the fiscal year ended June 30, 2025: • Recurring revenues increased $127.2 million, or 8%, to $1,776.1 million.
Closed sales is not a measure of financial performance under GAAP, and should not be considered in isolation or as a substitute for revenue or other income statement data prepared in accordance with GAAP.
Closed sales is not a measure of financial performance under GAAP, and should not be considered in isolation or as a substitute for revenue or other income statement data prepared in accordance with GAAP. Closed sales is a useful metric for investors in understanding how management measures and evaluates our ongoing operational performance.
“Restructuring and Other Related Costs” represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas. “Litigation Settlement Charges” represents reserves established during the third and fourth quarter of 2024 related to the settlement of claims.
“Restructuring and Other Related Costs” represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas, in addition to other restructuring activities.
Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related operating and non-operating expense items in Other rather than reflect such items in segment profit.
Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related operating and non-operating expense items in Corporate and Other rather than reflect such items in segment profit.
The fiscal years ended June 30, 2024 and 2023, are net of an allowance adjustment of $18.0 million and $12.9 million, respectively. 37 ANALYSIS OF CONSOLIDATED STATEMENTS OF EARNINGS Fiscal Year 2024 Compared to Fiscal Year 2023 The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2024 and 2023, and the dollar and percentage changes between periods: Years Ended June 30, 2024 2023 Change ($) (%) (in millions, except for per share amounts) Revenues $ 6,506.8 $ 6,060.9 $ 445.9 7 Cost of revenues 4,572.9 4,275.5 297.4 7 Selling, general and administrative expenses 916.8 849.0 67.8 8 Total operating expenses 5,489.7 5,124.5 365.2 7 Operating income 1,017.1 936.4 80.7 9 Margin 15.6 % 15.4 % 0.2 pts Interest expense, net (138.1) (135.5) (2.6) 2 Other non-operating expenses, net (1.7) (6.0) 4.3 (72) Earnings before income taxes 877.4 794.9 82.5 10 Provision for income taxes 179.3 164.3 15.0 9 Effective tax rate 20.4 % 20.7 % (0.3) pts Net earnings $ 698.1 $ 630.6 $ 67.5 11 Basic earnings per share $ 5.93 $ 5.36 $ 0.57 11 Diluted earnings per share $ 5.86 $ 5.30 $ 0.56 11 Weighted average shares outstanding: Basic 117.7 117.7 Diluted 119.1 119.0 Revenues The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2024 and 2023, and the dollar and percentage changes between periods: Years Ended June 30, 2024 2023 Change $ % ($ in millions) Recurring revenues $ 4,222.6 $ 3,986.7 $ 235.9 6 Event-driven revenues 285.2 211.0 74.2 35 Distribution revenues 1,999.0 1,863.1 135.9 7 Total $ 6,506.8 $ 6,060.9 $ 445.9 7 Points of Growth Net New Business Internal Growth Acquisitions Foreign Exchange Total Recurring revenue Growth Drivers 3pts 2pts 0pts 0pts 6 % Revenues increased $445.9 million, or 7%, to $6,506.8 million from $6,060.9 million. • Recurring revenues increased $235.9 million, or 6%, to $4,222.6 million.
The fiscal years ended June 30, 2025 and 2024, are net of an allowance adjustment of $15.2 million and $18.0 million, respectively. 35 ANALYSIS OF CONSOLIDATED STATEMENTS OF EARNINGS Fiscal Year 2025 Compared to Fiscal Year 2024 The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2025 and 2024, and the dollar and percentage changes between periods: Years Ended June 30, 2025 2024 Change ($) (%) (in millions, except for per share amounts) Revenues $ 6,889.1 $ 6,506.8 $ 382.3 6 Cost of revenues 4,752.3 4,572.9 179.5 4 Selling, general and administrative expenses 948.2 916.8 31.4 3 Total operating expenses 5,700.6 5,489.7 210.9 4 Operating income 1,188.6 1,017.1 171.4 17 Margin 17.3 % 15.6 % 1.7 pts Interest expense, net (122.7) (138.1) 15.4 (11) Other non-operating expenses, net (7.1) (1.7) (5.5) 318 Earnings before income taxes 1,058.7 877.4 181.4 21 Provision for income taxes 219.2 179.3 40.0 22 Effective tax rate 20.7 % 20.4 % 0.3 pts Net earnings $ 839.5 $ 698.1 $ 141.4 20 Basic earnings per share $ 7.17 $ 5.93 $ 1.24 21 Diluted earnings per share $ 7.10 $ 5.86 $ 1.24 21 Weighted average shares outstanding: Basic 117.1 117.7 Diluted 118.3 119.1 Revenues The table below presents Consolidated Statements of Earnings data for the fiscal years ended June 30, 2025 and 2024, and the dollar and percentage changes between periods: Years Ended June 30, 2025 2024 Change $ % ($ in millions) Recurring revenues $ 4,507.9 $ 4,222.6 $ 285.4 7 Event-driven revenues 319.3 285.2 34.0 12 Distribution revenues 2,062.0 1,999.0 63.0 3 Total $ 6,889.1 $ 6,506.8 $ 382.3 6 Points of Growth Net New Business Internal Growth Acquisitions Foreign Exchange Total Recurring revenue Growth Drivers 3pts 2pts 2pts 0pts 7 % Revenues increased $382.3 million, or 6%, to $6,889.1 million from $6,506.8 million. • Recurring revenues increased $285.4 million, or 7%, to $4,507.9 million.
Total stockholders’ equity was $2,168.2 million and $2,240.6 million at June 30, 2024 and 2023, respectively.
Total stockholders’ equity was $2,655.1 million and $2,168.2 million at June 30, 2025 and 2024, respectively.
However, while we may do so at a future date, the Company does not need to repatriate future foreign earnings to fund U.S. operations. 46 Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows: Expiration Date Principal amount outstanding at June 30, 2024 Carrying value at June 30, 2024 Carrying value at June 30, 2023 Unused Available Capacity Fair Value at June 30, 2024 (in millions) Current portion of long-term debt Fiscal 2021 Term Loans (a) May 2024 $ — $ — $ 1,178.5 $ — $ — Total $ — $ — $ 1,178.5 $ — $ — Long-term debt, excluding current portion Fiscal 2021 Revolving Credit Facility: U.S. dollar tranche April 2026 $ — $ — $ — $ 1,100.0 $ — Multicurrency tranche April 2026 — — — 400.0 — Total Revolving Credit Facility $ — $ — $ — $ 1,500.0 $ — Fiscal 2024 Amended Term Loan (a) August 2026 $ 1,120.0 $ 1,117.9 $ — $ — $ 1,120.0 Fiscal 2016 Senior Notes June 2026 $ 500.0 $ 498.7 $ 498.0 $ — $ 480.4 Fiscal 2020 Senior Notes December 2029 750.0 745.1 744.3 — 667.7 Fiscal 2021 Senior Notes May 2031 1,000.0 993.4 992.5 — 843.5 Total Senior Notes $ 2,250.0 $ 2,237.2 $ 2,234.7 $ — $ 1,991.6 Total long-term debt $ 3,370.0 $ 3,355.1 $ 2,234.7 $ 1,500.0 $ 3,111.6 Total debt $ 3,370.0 $ 3,355.1 $ 3,413.3 $ 1,500.0 $ 3,111.6 _________ (a) The Fiscal 2021 Term Loans were reclassified from Current portion of long-term debt to Long-term debt in the first quarter of fiscal year 2024 upon amendment of the loan, to reflect the remaining maturity of more than one year.
However, while we may do so at a future date, the Company does not need to repatriate future foreign earnings to fund U.S. operations. 44 Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows: Expiration Date Principal amount outstanding at June 30, 2025 Carrying value at June 30, 2025 Carrying value at June 30, 2024 Unused Available Capacity Fair Value at June 30, 2025 (in millions) Current portion of long-term debt Fiscal 2016 Senior Notes (a) June 2026 $ 500.0 $ 499.3 $ — $ — $ 494.1 Total $ 500.0 $ 499.3 $ — $ — $ 494.1 Long-term debt, excluding current portion Fiscal 2025 Revolving Credit Facility: U.S. dollar tranche December 2029 $ — $ — $ — $ 1,000.0 $ — Multicurrency tranche December 2029 133.5 133.5 — 366.5 133.5 Total Revolving Credit Facility $ 133.5 $ 133.5 $ — $ 1,366.5 $ 133.5 Fiscal 2024 Amended Term Loan August 2026 $ 880.0 $ 879.1 $ 1,117.9 $ — $ 880.0 Fiscal 2016 Senior Notes (a) June 2026 $ — $ — $ 498.7 $ — $ — Fiscal 2020 Senior Notes December 2029 750.0 746.0 745.1 — 702.8 Fiscal 2021 Senior Notes May 2031 1,000.0 994.4 993.4 — 891.4 Total Senior Notes $ 1,750.0 $ 1,740.3 $ 2,237.2 $ — $ 1,594.2 Total long-term debt $ 2,763.5 $ 2,753.0 $ 3,355.1 $ 1,366.5 $ 2,607.7 Total debt $ 3,263.5 $ 3,252.3 $ 3,355.1 $ 1,366.5 $ 3,101.8 _________ (a) The Fiscal 2016 Senior Notes were reclassified from Long-term debt to Current portion of long-term debt in the fourth quarter of fiscal year 2025 to reflect the remaining maturity of less than one year.
Please refer to Note 17, “Employee Benefit Plans” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for a discussion on the Company’s Employee Benefit Plans. 49 Contractual Obligations The following table summarizes our contractual obligations to third parties as of June 30, 2024 and the effect such obligations are expected to have on our liquidity and cash flows in future periods: Payments Due by Period Total Less than 1 Year 1-3 Years 4-5 Years After 5 Years (in millions) Debt(1) $ 3,370.0 $ — $ 1,620.0 $ — $ 1,750.0 Interest and facility fee on debt(2) 490.6 141.7 196.6 95.5 56.8 Facility and equipment operating leases(3) 258.0 45.2 79.4 62.3 71.0 Purchase obligations(4) 576.0 208.0 300.8 55.1 12.1 Capital commitment to fund investment(5) — — — — — Uncertain tax positions(6) — — — — — Total(7) $ 4,694.6 $ 394.9 $ 2,196.9 $ 212.9 $ 1,890.0 _________ (1) These amounts represent the principal repayments of Long-term debt and are included on our Consolidated Balance Sheets.
Please refer to Note 17, “Employee Benefit Plans” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a discussion on the Company’s Employee Benefit Plans. 46 Contractual Obligations The following table summarizes our contractual obligations to third parties as of June 30, 2025 and the effect such obligations are expected to have on our liquidity and cash flows in future periods: Payments Due by Period Total Less than 1 Year 1-3 Years 4-5 Years After 5 Years (in millions) Debt(1) $ 3,263.5 $ 500.0 $ 880.0 $ 883.5 $ 1,000.0 Interest and facility fee on debt(2) 352.6 121.9 115.2 93.8 21.7 Facility and equipment operating leases(3) 232.7 42.7 81.1 49.7 59.3 Purchase obligations(4) 633.7 240.7 306.8 84.5 1.7 Capital commitment to fund investment(5) — — — — — Uncertain tax positions(6) — — — — — Total(7) $ 4,482.6 $ 905.3 $ 1,383.1 $ 1,111.4 $ 1,082.7 _________ (1) These amounts represent the principal repayments of Long-term debt and are included on our Consolidated Balance Sheets.
The remaining $38.8 million of carryforwards has an indefinite utilization period. In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately $30.1 million of which $12.4 million are subject to expiration in the June 30, 2025 through June 30, 2037 period with the balance of $17.6 million having an indefinite utilization period.
In addition, the Company has estimated U.S. federal net operating loss carryforwards of approximately $25.0 million of which $9.3 million are subject to expiration in the June 30, 2026 through June 30, 2037 period with the balance of $15.7 million having an indefinite utilization period.
Restructuring and Other Related Costs for the fiscal year ended June 30, 2023 includes $20.4 million of severance costs. Refer to Note 13, “Payables and Accrued Expenses” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for a more detailed discussion.
Refer to Note 13, “Payables and Accrued Expenses” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion.
“Net New Business” refers to recurring revenue from Closed sales for the initial twelve-month contract period after which the client goes live with the Company’s service(s), less recurring revenue from client losses. 35 “Internal Growth” is a component of recurring revenue and generally reflects year over year changes in existing services to our existing customers’ multi-year contracts beyond the initial twelve-month period in which it was included in Net New Business.
“Internal Growth” is a component of recurring revenue and generally reflects year over year changes in existing services to our existing customers’ multi-year contracts beyond the initial twelve-month period in which it was included in Net New Business.
Please refer to Note 14, “Borrowings” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K for a more detailed discussion. 48 Cash Flows Fiscal Year 2024 Compared to Fiscal Year 2023 Years Ended June 30, 2024 2023 $ Change (in millions) Net cash flows from operating activities $ 1,056.2 $ 823.3 $ 232.9 Net cash flows from investing activities (148.0) (80.4) (67.6) Net cash flows from financing activities (855.5) (714.7) (140.8) Effect of exchange rate changes on Cash and cash equivalents (0.6) (0.6) — Net change in Cash and cash equivalents $ 52.1 $ 27.6 $ 24.4 Free cash flow: Net cash flows from operating activities (GAAP) $ 1,056.2 $ 823.3 $ 232.9 Capital expenditures and Software purchases and capitalized internal use software (113.0) (75.2) (37.8) Free cash flow (Non-GAAP) $ 943.2 $ 748.2 $ 195.1 The increase in cash from operating activities of $232.9 million for the twelve months ended June 30, 2024, as compared to the twelve months ended June 30, 2023, was due to an increase in Net earnings of $67.5 million, a decrease in cash used for client-related platform implementation and development costs of $300.8 million included in the change in Other non-current assets, and an increase in Accounts payable of $156.7 million from prior fiscal year, combined with a decrease of $87.6 million for the twelve months ended June 30, 2023.
Please refer to Note 14, “Borrowings” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion. 45 Cash Flows Fiscal Year 2025 Compared to Fiscal Year 2024 Years Ended June 30, 2025 2024 $ Change (in millions) Net cash flows from operating activities $ 1,171.3 $ 1,056.2 $ 115.0 Net cash flows from investing activities (316.2) (148.0) (168.2) Net cash flows from financing activities (600.8) (855.5) 254.8 Effect of exchange rate changes on Cash and cash equivalents 2.8 (0.6) 3.4 Net change in Cash and cash equivalents $ 257.1 $ 52.1 $ 205.1 Free cash flow: Net cash flows from operating activities (GAAP) $ 1,171.3 $ 1,056.2 $ 115.0 Capital expenditures and Software purchases and capitalized internal use software (114.9) (113.0) (1.9) Free cash flow (Non-GAAP) $ 1,056.4 $ 943.2 $ 113.1 The increase in cash from operating activities of $115.0 million for the fiscal year ended June 30, 2025, as compared to the fiscal year ended June 30, 2024, was due to an increase in Net earnings of $141.4 million, an increase in cash provided from Accounts receivable of $69.1 million driven by higher cash collections relative to billings, an increase in the non-cash adjustments of $167.1 million, primarily related to a decrease in Deferred income taxes of $114.5 million and a decrease in cash used for client-related implementation costs of $25.2 million included in Other non-current assets.
Years Ended June 30, 2024 2023 Change $ % ($ in millions) Revenues Recurring revenues $ 2,573.6 $ 2,461.4 $ 112.2 5 Event-driven revenues 285.2 211.0 74.2 35 Distribution revenues 1,999.0 1,863.1 135.9 7 Total $ 4,857.9 $ 4,535.6 $ 322.3 7 Earnings before Income Taxes Earnings before income taxes $ 950.4 $ 811.4 $ 138.9 17 Pre-tax Margin 19.6 % 17.9 % Points of Growth Net New Business Internal Growth Acquisitions Foreign Exchange Total Recurring revenue Growth Drivers 3pts 2pts 0pts 0pts 5 % For the fiscal year ended June 30, 2024: • Recurring revenues increased $112.2 million, or 5%, to $2,573.6 million.
Years Ended June 30, 2025 2024 Change $ % ($ in millions) Revenues Recurring revenues $ 2,731.8 $ 2,573.6 $ 158.2 6 Event-driven revenues 319.3 285.2 34.0 12 Distribution revenues 2,062.0 1,999.0 63.0 3 Total $ 5,113.0 $ 4,857.9 $ 255.1 5 Earnings before Income Taxes Earnings before income taxes $ 1,054.0 $ 950.4 $ 103.7 11 Pre-tax Margin 20.6 % 19.6 % Points of Growth Net New Business Internal Growth Acquisitions Foreign Exchange Total Recurring revenue Growth Drivers 5pts 1pt 0pts 0pts 6 % For the fiscal year ended June 30, 2025: • Recurring revenues increased $158.2 million, or 6%, to $2,731.8 million.
Recurring revenue growth constant currency (Non-GAAP) was 5%, driven by Net New Business and Internal Growth. 40 • By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows: ◦ Regulatory rose 5% and 5%, respectively, driven by equity position growth of 6% and mutual fund/ETF position growth of 3%. ◦ Data-Driven Fund Solutions rose 8% and 7%, respectively, driven by growth in our retirement and workplace products, as well as data and analytics solutions. ◦ Issuer rose 7% and 7%, respectively, driven by growth in our registered shareholder solutions and disclosure solutions. ◦ Customer Communications rose 1% and 2%, respectively, driven by growth in digital communications, partially offset by flat growth in print revenues. • Event-driven revenues increased $74.2 million, or 35% driven by higher mutual fund proxy, equity proxy contests, and corporate action communications. • Distribution revenues increased $135.9 million, or 7%, driven by the postage rate increase of approximately $116.3 million, as well as higher event-driven mailings. • Earnings before income taxes increased $138.9 million, or 17%, primarily from higher Recurring revenue and higher event-driven revenue.
Recurring revenue growth constant currency (Non-GAAP) was 6%, driven by Net New Business and Internal Growth. 38 • By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows: ◦ Regulatory rose 7% and 7%, respectively, driven by equity position growth of 16% and mutual fund/ETF position growth of 7%. ◦ Data-Driven Fund Solutions rose 6% and 5%, respectively, driven primarily by growth in our global distribution insights and retirement and workplace products. ◦ Issuer rose 5% and 5%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions products. ◦ Customer Communications rose 5% and 5%, respectively, driven by growth in digital communications and print revenues. • Event-driven revenues increased $34.0 million, or 12% driven by a higher volume of mutual fund communications partially offset by a lower level of equity proxy contest activity. • Distribution revenues increased $63.0 million, or 3%, driven by the postage rate increase of approximately $114 million partially offset by lower mail volumes . • Earnings before income taxes increased $103.7 million, or 11%, primarily from higher Recurring and Event-driven revenues.
See “Results of Operations” as well as Note 2, “Summary of Significant Accounting Policies” and Note 3, “Revenue Recognition” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K. 34 Record Growth and Internal Trade Growth The Company uses select operating metrics specific to Broadridge of Record Growth and Internal Trade Growth in evaluating its business results and identifying trends affecting its business.
See “Results of Operations” as well as Note 2, “Summary of Significant Accounting Policies” and Note 3, “Revenue Recognition” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K.
Record Growth is comprised of stock record growth and interim record growth. Stock record growth (also referred to as “SRG” or “equity position growth”) measures the estimated annual change in positions eligible for equity proxy materials.
Position Growth is comprised of “equity position growth” and “mutual fund/ETF position growth.” Equity position growth measures the estimated annual change in positions eligible for equity proxy materials.
Global Technology and Operations Fiscal Year 2024 Compared to Fiscal Year 2023 Revenues increased $123.7 million to $1,648.9 million from $1,525.2 million, and earnings before income taxes decreased $10.6 million to $173.3 million from $183.9 million.
Global Technology and Operations Fiscal Year 2025 Compared to Fiscal Year 2024 Revenues increased $127.2 million to $1,776.1 million from $1,648.9 million, and earnings before income taxes increased $28.0 million to $201.4 million from $173.3 million.
The decrease in cash from financing activities of $140.8 million primarily reflects an increase in cash used for stock buybacks of $461.0 million partially offset by an increase in net borrowings of $325.0 million.
The increase in cash from financing activities of $254.8 million primarily reflects a decrease in cash used for stock buybacks of $350.5 million partially offset by a decrease in net borrowings of $44.4 million and an increase in dividends paid of $34.1 million.
(iv) Litigation Settlement Charges, which represent reserves established during the third and fourth quarters of fiscal year 2024 related to the settlement of claims. Refer to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for further details.
Refer to Note 13, “Payables and Accrued Expenses” for further details on the Company’s Corporate Restructuring Initiative. (iv) Litigation Settlement Charges, which represent reserves established during the third and fourth quarters of fiscal year 2024 related to the settlement of claims.
Consequently, our reported Closed sales amounts will not be adjusted for actual revenues achieved because these adjustments are estimated in the period the sale is reported.
For the fiscal years ended June 30, 2025 and June 30, 2024, we reported Closed sales net of a 5.0% allowance adjustment. Consequently, our reported Closed sales amounts will not be adjusted for actual revenues achieved because these adjustments are estimated in the period the sale is reported.
Revenues Years Ended June 30, 2024 2023 Change $ % ($ in millions) Investor Communication Solutions $ 4,857.9 $ 4,535.6 $ 322.3 7 Global Technology and Operations 1,648.9 1,525.2 123.7 8 Total $ 6,506.8 $ 6,060.9 $ 445.9 7 39 Earnings Before Income Taxes Years Ended June 30, 2024 2023 Change $ % ($ in millions) Investor Communication Solutions $ 950.4 $ 811.4 $ 138.9 17 Global Technology and Operations 173.3 183.9 (10.6) (6) Other (246.3) (200.5) (45.8) 23 Total $ 877.4 $ 794.9 $ 82.5 10 The amount of amortization of acquired intangibles and purchased intellectual property by segment is as follows: Years Ended June 30, 2024 2023 Change $ % ($ in millions) Investor Communication Solutions $ 45.4 $ 55.5 $ (10.1) (18) Global Technology and Operations 154.9 158.9 (4.0) (3) Total $ 200.3 $ 214.4 $ (14.1) (7) Investor Communication Solutions Fiscal Year 2024 Compared to Fiscal Year 2023 Revenues increased $322.3 million to $4,857.9 million from $4,535.6 million, and earnings before income taxes increased $138.9 million to $950.4 million from $811.4 million.
Revenues Years Ended June 30, 2025 2024 Change $ % ($ in millions) Investor Communication Solutions $ 5,113.0 $ 4,857.9 $ 255.1 5 Global Technology and Operations 1,776.1 1,648.9 127.2 8 Total $ 6,889.1 $ 6,506.8 $ 382.3 6 37 Earnings Before Income Taxes Years Ended June 30, 2025 2024 Change $ % ($ in millions) Investor Communication Solutions $ 1,054.0 $ 950.4 $ 103.7 11 Global Technology and Operations 201.4 173.3 28.0 16 Corporate and Other (196.7) (246.3) 49.7 (20) Total $ 1,058.7 $ 877.4 $ 181.4 21 The amount of amortization of acquired intangibles and purchased intellectual property by segment is as follows: Years Ended June 30, 2025 2024 Change $ % ($ in millions) Investor Communication Solutions $ 42.9 $ 45.4 $ (2.5) (6) Global Technology and Operations 153.7 154.9 (1.2) (1) Total $ 196.6 $ 200.3 $ (3.6) (2) Investor Communication Solutions Fiscal Year 2025 Compared to Fiscal Year 2024 Revenues increased $255.1 million to $5,113.0 million from $4,857.9 million, and earnings before income taxes increased $103.7 million to $1,054.0 million from $950.4 million.
Provision for income taxes . • Effective tax rate for the fiscal year ended June 30, 2024 - 20.4%. • Effective tax rate for the fiscal year ended June 30, 2023 - 20.7%.
Other non-operating expenses, net for the fiscal year ended June 30, 2025 was $7.1 million, compared to $1.7 million for the fiscal year ended June 30, 2024. Provision for income taxes . • Effective tax rate for the fiscal year ended June 30, 2025 - 20.7%. • Effective tax rate for the fiscal year ended June 30, 2024 - 20.4%.
(v) Russia-Related Exit Costs, which are direct and incremental costs associated with the Company’s wind down of business activities in Russia in response to Russia’s invasion of Ukraine, including relocation-related expenses of impacted associates. 42 We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, Litigation Settlement Charges, and Russia-Related Exit Costs from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.
Refer to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for further details. 40 We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs and Litigation Settlement Charges from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.
(7) Certain post-employment benefit obligations reported in our Consolidated Balance Sheets in the amount of $79.3 million as of June 30, 2024 were not included in the table above due to the uncertainty of the timing of these future payments. Data Center Agreements The Company is a party to an Amended and Restated IT Services Agreement with Kyndryl, Inc.
(7) Certain post-employment benefit obligations reported in our Consolidated Balance Sheets in the amount of $83.5 million as of June 30, 2025 were not included in the table above due to the uncertainty of the timing of these future payments.
Given the significance of our Goodwill, an adverse change to the fair value of one of our reporting units could result in an impairment charge, which could be material to our earnings. 32 The Company performs a sensitivity analysis under the goodwill impairment test assuming hypothetical reductions in the fair values of our reporting units.
The Company performs a sensitivity analysis under the goodwill impairment test assuming hypothetical reductions in the fair values of our reporting units.
Other Loss before income taxes was $246.3 million for the fiscal year ended June 30, 2024, an increase of $45.8 million, or 23%, compared to $200.5 million for the fiscal year ended June 30, 2023.
Corporate and Other Loss before income taxes was $196.7 million for the fiscal year ended June 30, 2025, a decrease of $49.7 million, or 20%, compared to $246.3 million for the fiscal year ended June 30, 2024.
The key performance indicators for the fiscal years ended June 30, 2024, and 2023, are as follows: Select Operating Metrics Years Ended June 30, 2024 2023 Record Growth Equity positions (Stock records) 6 % 9 % Mutual fund / ETF positions (Interim records) 3 % 8 % Internal Trade Growth 13 % 4 % RESULTS OF OPERATIONS The following discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the fiscal year ended June 30, 2024 compared to the fiscal year ended June 30, 2023.
Position Growth and Internal Trade Growth are useful non-financial metrics for investors in understanding how management measures and evaluates Broadridge’s ongoing operational performance within its Investor Communication Solutions and Global Technology and Operations reportable segments, respectively. 33 The key performance indicators for the fiscal years ended June 30, 2025, and 2024, are as follows: Select Operating Metrics Years Ended June 30, 2025 2024 Position Growth Equity positions 16 % 6 % Equity revenue positions 12 % N/A Mutual fund / ETF positions 7 % 3 % Internal Trade Growth 13 % 13 % RESULTS OF OPERATIONS The following discussions of Analysis of Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024.
The acquisition is subject to customary closing conditions, including regulatory approvals. 31 BASIS OF PRESENTATION The Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the SEC requirements for Annual Reports on Form 10-K.
Please refer to Note 6, “Acquisitions” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion. 30 BASIS OF PRESENTATION The Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the SEC requirements for Annual Reports on Form 10-K.
The decrease in the effective tax rate for the fiscal year ended June 30, 2024 compared to the fiscal year ended June 30, 2023 was driven by an increase in discrete tax benefits relative to pre-tax income. The higher excess tax benefit related to equity compensation contributed to the increase in total discrete tax benefits.
The increase in the effective tax rate for the fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024 was primarily driven by an increase in pre-tax income and lower tax benefits from statutory tax incentives, which was partially offset by an increase in discrete tax benefits.
Interest expense, net. Interest expense, net, was $138.1 million, an increase of $2.6 million from $135.5 million in the fiscal year ended June 30, 2023 as the impact of higher interest rates was partially offset by a decrease in average borrowings. Other non-operating expenses, net.
Interest expense, net. Interest expense, net, was $122.7 million, a decrease of $15.4 million, or 11%, from $138.1 million in the fiscal year ended June 30, 2024. The decrease was primarily due to lower average borrowings rates. Other non-operating expenses, net.
Larger Closed sales can take up to 12 to 24 months or longer to convert to revenues, particularly for the services provided by our Global Technology and Operations segment. For the fiscal years ended June 30, 2024 and June 30, 2023, we reported Closed sales net of a 5.0% allowance adjustment.
The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as actual achieved Closed sales. Larger Closed sales can take up to 12 to 24 months or longer to convert to revenues, particularly for the services provided by our Global Technology and Operations segment.
The decrease in cash from investing activities of $67.6 million primarily reflects an increase in cash used for capital expenditures of $37.8 million and an increase in cash used for acquisitions of $34.3 million.
The decrease in cash from investing activities of $168.2 million primarily reflects an increase in cash used for acquisitions of $159.2 million and cash used in software purchases and capitalized internal use software of $15.5 million.
Operating expenses rose 5%, or $183.4 million, to $3,907.5 million primarily driven by higher distribution expenses, as well as higher technology and selling expenses. • Pre-tax margins increased by 1.7 percentage points to 19.6% from 17.9%.
Operating expenses rose 4%, or $151.5 million, to $4,059.0 million driven by the impact of the postage rate increase and higher volume related expenses. • Pre-tax margins increased by 1.0 percentage points to 20.6% from 19.6%.
A change in the assessment of the outcomes of such matters could materially impact our Consolidated Financial Statements. The Company has estimated foreign net operating loss carryforwards of approximately $46.2 million as of June 30, 2024 of which $7.3 million are subject to expiration in the June 30, 2026 through June 30, 2043 period.
The Company has estimated foreign net operating loss carryforwards of approximately $48.7 million as of June 30, 2025 of which $6.9 million are subject to expiration in the June 30, 2035 through June 30, 2043 period, and of which $41.7 million has an indefinite utilization period.
Operating expenses increased $365.2 million, or 7%, to $5,489.7 million from $5,124.5 million primarily as a result of the increase in Cost of revenues: • Cost of revenues - The increase of $297.4 million primarily reflecting the impact of higher postage and distribution expenses in our ICS segment of $116.3 million, higher amortization and depreciation expense in our GTO segment of $62.8 million, higher Restructuring and Other Related costs of $42.6 million, and Litigation Settlement Charges of $18.4 million primarily for the settlement of litigation claims. • Selling, general and administrative expenses - The increase of $67.8 million was primarily driven by higher compensation related expenses of $65.4 million.
Operating expenses increased $210.9 million, or 4%, to $5,700.6 million from $5,489.7 million: • Cost of revenues - The increase of $179.5 million primarily reflects higher expenses related to the SIS acquisition, the impact of higher postage and distribution costs in our ICS segment of approximately $58 million, and higher expenses related to higher revenues. • Selling, general and administrative expenses - The increase of $31.4 million was primarily driven by higher technology-related investments.
Future principal payments on the Company’s outstanding debt are as follows: Years ending June 30, 2025 2026 2027 2028 2029 Thereafter Total (in millions) $ — $ 500.0 $ 1,120.0 $ — $ — $ 1,750.0 $ 3,370.0 The Company has a $1.5 billion five-year revolving credit facility (as amended on December 23, 2021 and May 23, 2023, the “Fiscal 2021 Revolving Credit Facility”), which is comprised of a $1.1 billion U.S. dollar tranche and a $400.0 million multicurrency tranche.
Future principal payments on the Company’s outstanding debt are as follows: Years ending June 30, 2026 2027 2028 2029 2030 Thereafter Total (in millions) $ 500.0 $ 880.0 $ — $ — $ 883.5 $ 1,000.0 $ 3,263.5 The Fiscal 2025 Revolving Credit Facility, Fiscal 2024 Amended Term Loans, Fiscal 2016 Senior Notes, Fiscal 2020 Senior Notes and Fiscal 2021 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.
Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures The Company’s results in this Annual Report on Form 10-K are presented in accordance with U.S. GAAP except where otherwise noted. In certain circumstances, Non-GAAP results have been presented.
The decreased loss before income taxes was due to lower Restructuring and Other Related Costs, a decline in litigation expense of $18.4 million, and a decline in Interest expense, net of $15.4 million. Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures The Company’s results in this Annual Report on Form 10-K are presented in accordance with U.S.
Recurring revenue growth constant currency (Non-GAAP) was 6%, driven by Net New Business and Internal Growth in both ICS and GTO. 38 • Event-driven revenues increased $74.2 million, or 35%, driven by higher mutual fund proxy, equity proxy contests and corporate action activity. • Distribution revenues increased $135.9 million, or 7%, driven by the impact of postage rate increases of approximately $116.3 million, as well as higher event-driven mailings .
Recurring revenue growth constant currency (Non-GAAP) was 7%, driven primarily by organic growth in ICS and GTO and acquisitions in GTO. 36 • Event-driven revenues increased $34.0 million, or 12%, driven by a higher volume of mutual fund communications partially offset by a lower level of equity proxy contest activity. • Distribution revenues increased $63.0 million, or 3%, driven by the postage rate increase of approximately $114 million partially offset by lower mail volumes .
The results of operations reported for the periods presented are not necessarily indicative of the results of operations for subsequent periods.
The results of operations reported for the periods presented are not necessarily indicative of the results of operations for subsequent periods. Seasonality Processing and distributing proxy materials and annual reports to investors comprises a large portion of our Investor Communication Solutions business.
Please refer to Note 3, “Revenue Recognition” and Note 21, “Financial Data by Segment” to our Consolidated Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K. Seasonality Processing and distributing proxy materials and annual reports to investors comprises a large portion of our Investor Communication Solutions business.
Please refer to Note 19, “Contractual Commitments, Contingencies, and Off-Balance Sheet Arrangements” to our Consolidated Financial Statements under Item 8. of Part II of this Annual Report on Form 10-K for a more detailed discussion of the Company’s contractual obligations.
Recurring revenue growth constant currency (Non-GAAP) was 8%, all organic, driven by Net New Business and Internal Growth. • By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows: ◦ Capital markets rose 9% and 8%, respectively, driven by Net New Business and Internal Growth, which benefited from higher trading volumes. 41 ◦ Wealth and investment management rose 7% and 7%, respectively, driven by Net New Business and Internal Growth. • Earnings before income taxes decreased $10.6 million, as higher revenues were more than offset by higher expenses, including an increase in amortization and depreciation expenses of $62.8 million. • Pre-tax margins decreased by 1.6 percentage points to 10.5% from 12.1%.
Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by 4pts of organic growth and 4pts from the acquisition of SIS. • By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows: 39 ◦ Capital markets rose 6% and 6%, respectively, driven by revenue from new sales and Internal Growth.
Removed
ACQUISITIONS Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the business acquired by the Company are included in the Company’s Consolidated Statements of Earnings since the respective date of acquisition.
Added
ACQUISITIONS We frequently review our businesses to ensure we have the necessary assets to execute our strategy. We expect to acquire businesses when we identify a compelling strategic need, such as a product, service or technology that helps meet client demand, a way to achieve business scale that enables competition and operational efficiency, or similar considerations.
Removed
The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill.
Added
The results of operations for acquired businesses are included in our consolidated results from the respective dates of acquisition. Acquisitions of Businesses In November 2024, the Company acquired SIS to provide wealth management, capital markets, and information technology solutions in Canada. SIS is included in the Company’s GTO reportable segment. Our discussions with the Canadian Competition Bureau are ongoing.
Removed
Fiscal Year 2024 Acquisition: AdvisorTarget In May 2024, the Company acquired AdvisorTarget, a market leader in providing asset management and wealth management firms with data products to help power digital marketing, sales and engagement programs targeting financial advisors. AdvisorTarget is included in the Company’s ICS reportable segment.
Added
In July 2024, the Company acquired CompSci, a provider of cloud-based financial technology software for the preparation and processing of SEC filings for public companies and funds. CompSci is included in the Company’s ICS reportable segment. We acquired these businesses for an aggregate purchase price of $193.5 million.
Removed
The aggregate purchase price included $34.3 million in cash, $1.0 million in deferred payments, $1.6 million for the settlement of a preexisting relationship, and contingent consideration with a maximum potential pay-out of $30.5 million. The contingent consideration is payable through fiscal year 2028 upon the achievement by the acquired business of certain defined revenue targets.
Added
Announced Acquisition In July 2025, Broadridge announced the proposed acquisition of Acolin Group Holdco Limited (“Acolin”). Acolin is a European provider of cross-border fund distribution and regulatory services. The total purchase price is approximately $70 million plus an additional contingent consideration liability.
Removed
Net tangible liabilities assumed in the transaction were $3.1 million, and contingent liabilities incurred were valued at $14.0 million. This acquisition resulted in $41.8 million of Goodwill, which is tax deductible. Intangible assets acquired, which totaled $12.1 million, consist primarily of software technology and customer relationships, which are being amortized over a five-year life.
Added
The acquisition is expected to close in the first half of Broadridge’s 2026 fiscal year, subject to customary closing conditions, including regulatory approvals. Acolin will be included in the Company’s ICS reportable segment.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+1 added−0 removed3 unchanged
Biggest changeOur $1,117.9 million in variable rate debt at June 30, 2024 consists of the outstanding portion of our Fiscal 2024 Amended Term Loan which bears interest at Adjusted Term SOFR plus 1.250% per annum (subject to a step-up to Adjusted Term SOFR plus 1.375% or step-downs to Adjusted Term SOFR plus 1.125% and Adjusted Term SOFR plus 1.000% in each case, based on ratings).
Biggest changeOur $1,012.6 million in variable rate debt at June 30, 2025 consists of our revolving credit facility, which, depending on the currency of the loan, bears interest at Adjusted Term SOFR, Adjusted Term CORRA, EURIBOR, TIBOR, SONIA and STIBOR, respectively, plus 1.000% (subject to multiple step-ups to 1.250% and multiple step-downs to 0.785%, in each case based on ratings), plus an additional annual facility fee of 0.125% per annum (subject to multiple step-ups to 0.25% per annum and multiple step-downs to 0.090% per annum, in each case, based on ratings), and the outstanding portion of our Fiscal 2024 Amended Term Loan which bears interest at Adjusted Term SOFR plus 1.250% per annum (subject to a step-up to Adjusted Term SOFR plus 1.375% or step-downs to Adjusted Term SOFR plus 1.125% and Adjusted Term SOFR plus 1.000% in each case, based on ratings).
Foreign Currency Risk While the substantial majority of our business is conducted within the U.S., approximately 14% of our fiscal year 2024 revenues were earned outside of the U.S. Our operations outside of the U.S. primarily reside in Canada, Europe and India.
Foreign Currency Risk While the substantial majority of our business is conducted within the U.S., approximately 14% of our fiscal year 2025 revenues were earned outside of the U.S. Our operations outside of the U.S. primarily reside in Canada, Europe and India.
We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings of a change in market interest rates on amounts borrowed from the revolving credit facility and Fiscal 2024 Amended Term Loans during the fiscal year ended June 30, 2024.
We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings of a change in market interest rates on amounts borrowed from the revolving credit facility and Fiscal 2024 Amended Term Loan during the fiscal year ended June 30, 2025.
Assuming a hypothetical increase of one hundred basis points in interest rates on our variable rate debt during the fiscal year ended June 30, 2024 and June 30, 2023, our pre-tax earnings would have decreased by approximately $14.4 million and $18.7 million, respectively; however, for both years, this would have been offset by interest earned on cash balances.
Assuming a hypothetical increase of one hundred basis points in interest rates on our variable rate debt during the fiscal year ended June 30, 2025 and June 30, 2024, our pre-tax earnings would have decreased by approximately $13.8 million and $14.4 million, respectively; however, for both years, this would have been offset by interest earned on cash balances.
In addition, we executed a series of cross-currency swap derivative contracts with an aggregate notional amount of EUR 880 million which are designated as net investment hedges to hedge a portion of our net investment in our subsidiaries whose functional currency is the Euro. At June 30, 2024, the fair value of these derivatives is an asset of $59.9 million.
In addition, we executed a series of cross-currency swap derivative contracts with an aggregate notional amount of EUR 880 million which are designated as net investment hedges to hedge a portion of our net investment in our subsidiaries whose functional currency is the Euro. At June 30, 2025, the fair value of these derivatives is a liability of $24.6 million.
For the fiscal year ended June 30, 2024 and June 30, 2023, a hypothetical 10% decrease in the value of the Canadian dollar, the British pound, the Euro, the Indian Rupee, and the Swedish Krona versus the U.S. dollar would have resulted in a decrease in our total pre-tax earnings of approximately $22.5 million and $15.2 million, respectively. 53
For the fiscal year ended June 30, 2025 and June 30, 2024, a hypothetical 10% decrease in the value of the Canadian dollar, the British pound, the Euro, the Indian Rupee, and the Swedish Krona versus the U.S. dollar would have resulted in a decrease in our total pre-tax earnings of approximately $23.9 million and $22.5 million, respectively. 48
As a result, we are exposed to foreign currency risk from changes in the value of underlying assets and liabilities of our non-U.S. dollar-denominated foreign investments and foreign currency transactions, primarily with respect to the Canadian dollar, the British pound, the Euro, the Indian Rupee and the Swedish Krona. 52 We manage our foreign currency risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in the countries in which we operate.
As a result, we are exposed to foreign currency risk from changes in the value of underlying assets and liabilities of our non-U.S. dollar-denominated foreign investments and foreign currency transactions, primarily with respect to the Canadian dollar, the British pound, the Euro, the Indian Rupee and the Swedish Krona.
Interest Rate Risk As of June 30, 2024, $1,117.9 million, or 33%, of the Company’s total outstanding debt balance of $3,355.1 million is based on floating interest rates.
Interest Rate Risk As of June 30, 2025, $1,012.6 million, or 31%, of the Company’s total outstanding debt balance of $3,252.3 million is based on floating interest rates.
Added
We manage our foreign currency risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in the countries in which we operate.