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BR Broadridge Financial Solutions

Filed: 4 May 21, 10:38am


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 001-33220
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware33-1151291
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
5 Dakota Drive11042
Lake Success
New York
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (516) 472-5400
Former name, former address and former fiscal year, if changed since last report: N/A
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:Trading SymbolName of Each Exchange on Which Registered:
Common Stock, par value $0.01 per shareBRNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerxAccelerated filer¨
Non-accelerated filer¨Smaller reporting company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  x

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of April 29, 2021, was 116,125,688 shares.



TABLE OF CONTENTS

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NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. In particular, information appearing under “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:
the potential impact and effects of the Covid-19 pandemic (“Covid-19”) on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;
the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;
a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
declines in participation and activity in the securities markets;
the failure of Broadridge's key service providers to provide the anticipated levels of service;
a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
overall market and economic conditions and their impact on the securities markets;
Broadridge’s failure to keep pace with changes in technology and demands of its clients;
Broadridge’s ability to attract and retain key personnel;
the impact of new acquisitions and divestitures; and
competitive conditions.
Factors related to the Itiviti Acquisition (as defined below) discussed in this Quarterly Report that could cause actual results to differ materially from those contemplated by the forward-looking statements include:
• uncertainties as to the timing to consummate the acquisition ( the “Itiviti Acquisition”) of Itiviti Holding AB (“Itiviti”);
• the risk that a condition to closing the Itiviti Acquisition may not be satisfied or that the Itiviti Acquisition may otherwise not be consummated;
• the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the         parties;
• potential litigation relating to the Itiviti Acquisition that could be instituted;
• the effects of disruption to Broadridge’s or Itiviti and its subsidiaries’ respective businesses;
• the impact of transaction costs;
• Broadridge’s ability to achieve the benefits from the Itiviti Acquisition;
• Broadridge’s ability to effectively integrate the acquired operations into its own operations;
• the ability of Broadridge to retain and hire key personnel of Itiviti and its subsidiaries;
• the effects of any unknown liabilities of Itiviti and its subsidiaries;
• the diversion of management time on transaction-related issues; and
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• the risk that a condition to funding under our committed financing with respect to the Itiviti Acquisition may not be satisfied and our failure to obtain any replacement financing necessary to complete the Itiviti Acquisition.

There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. You should carefully read the factors described in the “Risk Factors” section of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 which was filed with the United States of America (“U.S.”) Securities and Exchange Commission (the “SEC”) on August 11, 2020 (the “2020 Annual Report”), for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements.
All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q and the 2020 Annual Report. We disclaim any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.
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PART I. FINANCIAL INFORMATION
Item 1.    FINANCIAL STATEMENTS
Broadridge Financial Solutions, Inc.
Condensed Consolidated Statements of Earnings
(In millions, except per share amounts)
(Unaudited)
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
Revenues(Note 3)$1,389.8 $1,249.9 $3,462.1 $3,167.1 
Operating expenses:
      Cost of revenues960.5 872.5 2,554.1 2,380.9 
      Selling, general and administrative expenses190.0 151.1 510.8 460.1 
         Total operating expenses1,150.6 1,023.7 3,064.8 2,841.0 
Operating income239.2 226.3 397.3 326.1 
Interest expense, net(Note 5)(11.8)(16.2)(37.3)(43.2)
Other non-operating income (expenses), net(10.6)0.4 (0.1)1.8 
Earnings before income taxes216.9 210.5 359.8 284.8 
Provision for income taxes(Note 13)51.9 43.6 72.7 52.0 
Net earnings$165.0 $166.8 $287.1 $232.8 
Basic earnings per share$1.42 $1.46 $2.48 $2.03 
Diluted earnings per share$1.40 $1.43 $2.44 $1.99 
Weighted-average shares outstanding:
      Basic(Note 4)115.8 114.6 115.6 114.6 
      Diluted(Note 4)118.0 117.0 117.7 117.1 

Amounts may not sum due to rounding.


















See Notes to Condensed Consolidated Financial Statements.
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Broadridge Financial Solutions, Inc.
Condensed Consolidated Statements of Comprehensive Income
(In millions)
(Unaudited)
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
Net earnings$165.0 $166.8 $287.1 $232.8 
Other comprehensive income (loss), net:
Foreign currency translation adjustments26.5 0.1 68.6 2.9 
Pension and post-retirement liability adjustment, net of taxes of $(0.2) and $(0.1) for the three months ended March 31, 2021 and 2020, respectively; and $(0.6) and $(0.3) for the nine months ended March 31, 2021 and 2020, respectively0.6 0.4 1.8 1.1 
Fair market value gain on cash flow hedge, net of taxes of $(1.9) and $(0.0) for the three months ended March 31, 2021 and 2020, respectively; and $(1.9) and $(0.0) for the nine months ended March 31, 2021 and 2020, respectively5.9 5.9 
Total other comprehensive income (loss), net33.1 0.5 76.4 4.0 
Comprehensive income$198.1 $167.3 $363.5 $236.8 

Amounts may not sum due to rounding.
See Notes to Condensed Consolidated Financial Statements.
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Broadridge Financial Solutions, Inc.
Condensed Consolidated Balance Sheets
(In millions, except per share amounts)
(Unaudited)
March 31, 2021June 30, 2020
Assets
Current assets:
       Cash and cash equivalents$355.8 $476.6 
Accounts receivable, net of allowance for doubtful accounts of $8.2 and $9.8, respectively871.0 711.3 
       Other current assets151.8 140.1 
              Total current assets1,378.6 1,328.0 
Property, plant and equipment, net167.2 161.6 
Goodwill1,723.3 1,674.5 
Intangible assets, net546.8 583.8 
Other non-current assets(Note 8)1,370.9 1,141.9 
                        Total assets$5,186.8 $4,889.8 
Liabilities and Stockholders’ Equity
Current liabilities:
       Current portion of long-term debt(Note 10)$$399.9 
       Payables and accrued expenses(Note 9)876.1 829.9 
       Contract liabilities126.5 111.2 
              Total current liabilities1,002.6 1,341.0 
Long-term debt(Note 10)1,737.7 1,387.6 
Deferred taxes157.4 126.8 
Contract liabilities187.7 175.4 
Other non-current liabilities(Note 11)511.9 512.4 
                        Total liabilities3,597.4 3,543.2 
Commitments and contingencies(Note 14)00
Stockholders’ equity:
       Preferred stock: Authorized, 25.0 shares; issued and outstanding, NaN
Common stock, $0.01 par value: 650.0 shares authorized; 154.5 and 154.5 shares issued, respectively; and 115.9 and 115.1 shares outstanding, respectively1.6 1.6 
       Additional paid-in capital1,241.2 1,178.5 
       Retained earnings2,390.2 2,302.6 
       Treasury stock, at cost: 38.6 and 39.3 shares, respectively(2,019.6)(2,035.7)
       Accumulated other comprehensive loss(Note 15)(24.1)(100.4)
              Total stockholders’ equity1,589.3 1,346.5 
                         Total liabilities and stockholders’ equity$5,186.8 $4,889.8 

Amounts may not sum due to rounding.
See Notes to Condensed Consolidated Financial Statements.
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Broadridge Financial Solutions, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
Nine Months Ended 
 March 31,
20212020
Cash Flows From Operating Activities
Net earnings287.1 $232.8 
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
               Depreciation and amortization47.6 56.5 
               Amortization of acquired intangibles and purchased intellectual property96.8 90.9 
               Amortization of other assets83.1 76.0 
               Write-down of long-lived assets and related charges34.7 32.1 
               Stock-based compensation expense46.4 47.6 
               Deferred income taxes24.2 9.7 
               Other(36.5)(16.0)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Current assets and liabilities:
               Increase in Accounts receivable, net(138.3)(142.7)
               Increase in Other current assets(21.7)(21.7)
               Increase (decrease) in Payables and accrued expenses1.6 (22.7)
               Increase in Contract liabilities12.7 18.2 
        Non-current assets and liabilities:
               Increase in Other non-current assets(317.6)(244.7)
               Increase in Other non-current liabilities69.3 39.6 
Net cash flows provided by operating activities189.5 155.6 
Cash Flows From Investing Activities
Capital expenditures(41.5)(48.5)
Software purchases and capitalized internal use software(29.7)(25.0)
Proceeds from asset sales18.0 
Acquisitions, net of cash acquired(339.1)
Other investing activities(11.8)(15.3)
Net cash flows used in investing activities(65.0)(427.9)
Cash Flows From Financing Activities
Debt proceeds725.0 1,575.3 
Debt repayments(780.6)(960.6)
Dividends paid(195.1)(179.2)
Purchases of Treasury stock(1.0)(50.5)
Proceeds from exercise of stock options33.9 26.4 
Other financing activities(37.3)(9.8)
Net cash flows provided by (used in) financing activities(255.1)401.6 
Effect of exchange rate changes on Cash and cash equivalents9.7 (0.4)
Net change in Cash and cash equivalents(120.8)128.9 
Cash and cash equivalents, beginning of period476.6 273.2 
Cash and cash equivalents, end of period$355.8 $402.1 
Supplemental disclosure of cash flow information:
                           Cash payments made for interest$33.0 $37.8 
                           Cash payments made for income taxes, net of refunds$70.6 $73.1 
Non-cash investing and financing activities:
                                Accrual of unpaid property, plant and equipment and software$39.5 $9.0 
Amounts may not sum due to rounding.
See Notes to Condensed Consolidated Financial Statements.
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Broadridge Financial Solutions, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(In millions, except per share amounts)
(Unaudited)

Three Months Ended March 31, 2021
 
 
Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income
(Loss)
Total
Stockholders’
Equity
 SharesAmount
Balances, December 31, 2020154.5 $1.6 $1,219.6 $2,291.8 $(2,021.8)$(57.1)$1,434.0 
Comprehensive income (loss)— — — 165.0 — 33.1 198.1 
Stock option exercises— — 6.6 — — — 6.6 
Stock-based compensation— — 17.6 — — — 17.6 
Treasury stock acquired (less than 0.1 shares)— — — — (0.3)— (0.3)
Treasury stock reissued (0.1 shares)— — (2.5)— 2.5 — 
Common stock dividends ($0.575 per share)— — — (66.6)— — (66.6)
Balances, March 31, 2021154.5 $1.6 $1,241.2 $2,390.2 $(2,019.6)$(24.1)$1,589.3 

Nine Months Ended March 31, 2021
 
 
Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income
(Loss)
Total
Stockholders’
Equity
 SharesAmount
Balances, June 30, 2020154.5 $1.6 $1,178.5 $2,302.6 $(2,035.7)$(100.4)$1,346.5 
Comprehensive income (loss)— — — 287.1 — 76.4 363.5 
Stock option exercises— — 33.9 — — — 33.9 
Stock-based compensation— — 46.1 — — — 46.1 
Treasury stock acquired (less than 0.1 shares)— — — — (1.0)— (1.0)
Treasury stock reissued (0.8 shares)— — (17.2)— 17.2 — 
Common stock dividends ($1.725 per share)— — — (199.5)— — (199.5)
Balances, March 31, 2021154.5 $1.6 $1,241.2 $2,390.2 $(2,019.6)$(24.1)$1,589.3 

See Notes to Condensed Consolidated Financial Statements.
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Three Months Ended March 31, 2020
 
 
Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income
(Loss)
Total
Stockholders’
Equity
 SharesAmount
Balances, December 31, 2019154.5 $1.6 $1,150.1 $2,030.1 $(1,988.7)$(67.7)$1,125.4 
Comprehensive income (loss)— — — 166.8 — 0.5 167.3 
Stock option exercises— — 4.8 — — — 4.8 
Stock-based compensation— — 17.3 — — — 17.3 
Treasury stock acquired (0.4 shares)— — — — (50.5)— (50.5)
Treasury stock reissued (0.1 shares)— — (2.9)— 2.9 — 
Common stock dividends ($0.54 per share)— — — (61.8)— — (61.8)
Balances, March 31, 2020154.5 $1.6 $1,169.3 $2,135.1 $(2,036.2)$(67.2)$1,202.5 


Nine Months Ended March 31, 2020
 
 
Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income
(Loss)
Total
Stockholders’
Equity
 SharesAmount
Balances, June 30, 2019154.5 $1.6 $1,109.3 $2,087.7 $(1,999.8)$(71.2)$1,127.5 
Comprehensive income (loss)— — — 232.8 — 4.0 236.8 
Cumulative effect of changes in accounting principles (a)— — — 0.2 — — 0.2 
Stock option exercises— — 26.7 — — — 26.7 
Stock-based compensation— — 47.4 — — — 47.4 
Treasury stock acquired (0.4 shares)— — — — (50.5)— (50.5)
Treasury stock reissued (0.6 shares)— — (14.0)— 14.0 — 
Common stock dividends ($1.62 per share)— — — (185.6)— — (185.6)
Balances, March 31, 2020154.5 $1.6 $1,169.3 $2,135.1 $(2,036.2)$(67.2)$1,202.5 
____________
(a)Primarily reflects the adoption of accounting standards as described in Note 2, “New Accounting Pronouncements.”
Amounts may not sum due to rounding.
See Notes to Condensed Consolidated Financial Statements.
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Broadridge Financial Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
A. Description of Business. Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”), 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 and corporate issuers. Broadridge’s services include investor communications, securities processing, data and analytics, and customer communications solutions. Broadridge serves a large and diverse client base across 4 client groups: banks/broker-dealers, asset management firms/mutual funds, wealth management firms, and corporate issuers. For capital markets firms, Broadridge helps clients lower costs and improve the effectiveness of their trade and account processing operations with support for their operational technologies, and their administration, finance, risk and compliance requirements. Broadridge serves asset management firms by meeting their critical needs for shareholder communications and by providing investment operations technology to support their investment decisions. For wealth management clients, Broadridge provides an integrated platform with tools that optimize advisor productivity, enhance client experience and digitize enterprise operations. For corporate issuer clients, Broadridge helps manage every aspect of their shareholder communications, including registered and beneficial proxy processing, annual meeting support, transfer agency services and financial disclosure document creation, management and United States of America (“U.S.”) Securities and Exchange Commission (the “SEC”) filing services.
The Company operates in 2 reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).
Investor Communication Solutions—Broadridge provides governance and communications solutions through its Investor Communication Solutions business segment to the following financial services clients: banks/broker-dealers, asset management firms/mutual funds, wealth management firms and corporate issuers. In addition to financial services firms, Broadridge’s Customer Communications business also serves companies in the healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries.
A large portion of Broadridge’s ICS business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge® is Broadridge’s innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies. Broadridge also provides the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help its clients meet their regulatory compliance needs.
For asset managers and retirement service providers, Broadridge offers data-driven solutions and an end-to-end platform for content management, composition, and multi-channel distribution of regulatory, marketing, and transactional information. Broadridge’s data and analytics solutions provide investment product distribution data, analytical tools, insights, and research to enable asset managers to optimize product distribution across retail and institutional channels globally. Through Matrix Financial Solutions, Inc. (“Matrix”), Broadridge provides mutual fund trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals.
In addition, Broadridge provides public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy distribution and processing services, proxy and annual report document management solutions, virtual shareholder meeting services and solutions that help them gain insight into their shareholder base through Broadridge’s shareholder data services. Broadridge also offers financial reporting document composition and management solutions, SEC disclosure and filing services, and registrar, stock transfer and record-keeping services through Broadridge Corporate Issuer Solutions.
We provide customer communications solutions which include print and digital solutions, content management, postal optimization, and fulfillment services. These services include customer communications management capabilities through the Broadridge Communications CloudSM platform (the “Communications Cloud”). Through one point of integration, the Communications Cloud helps companies create, deliver, and manage multi-channel communications and customer engagement. The platform includes data-driven composition tools, identity and preference management, multi-channel optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.
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Global Technology and Operations—Broadridge is a leading global provider of securities processing solutions for capital markets, wealth management, and asset management firms. Broadridge offers advanced solutions that automate the securities transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, margin, cash management, clearance and settlement, asset servicing, reference data management, reconciliations, securities financing and collateral optimization, compliance and regulatory reporting, and portfolio accounting and custody-related services.
Broadridge’s core post-trade services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management and manage risk, thereby enabling them to focus on their core business activities. Broadridge’s multi-asset, multi-market, multi-entity and multi-currency solutions support real-time global trade processing of equity, fixed income, mutual fund, foreign exchange, and exchange traded derivatives.
Broadridge’s comprehensive wealth management platform offers capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding. The wealth management platform enables full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools. Broadridge also integrates data, content and technology to drive new customer acquisition, support holistic advice and cross-sell opportunities through the creation of sales and educational content, including seminars as well as customizable advisor websites, search engine marketing and electronic and print newsletters. Broadridge’s advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.
Broadridge offers buy-side technology solutions for the global investment management industry, including portfolio management, compliance and operational workflow solutions for hedge funds, family offices, investment managers and the providers that service this space. Through Broadridge’s Managed Services, Broadridge provides business process outsourcing services that support the entire trade lifecycle operations of its buy- and sell-side clients’ businesses through a combination of its technology and operations expertise. Broadridge also provides support for advisor, investor and compliance workflow.
B. Consolidation and Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and in accordance with SEC requirements for Quarterly Reports on Form 10-Q. These financial statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities. Intercompany balances and transactions have been eliminated. Amounts presented may not sum due to rounding. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed on August 11, 2020 with the SEC. These Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation in accordance with GAAP of the Company’s financial position at March 31, 2021 and June 30, 2020, the results of its operations for the three and nine months ended March 31, 2021 and 2020, its cash flows for the nine months ended March 31, 2021 and 2020, and its changes in stockholders’ equity for the three and nine months ended March 31, 2021 and 2020. Certain prior period amounts have been reclassified to conform to the current year presentation where applicable.
C. Securities. Securities are non-derivatives that are reflected in Other non-current assets in the Condensed Consolidated Balance Sheets, unless management intends to dispose of the investment within twelve months of the end of the reporting period, in which case they are reflected in Other current assets in the Condensed Consolidated Balance Sheets. These investments are in entities over which the Company does not have control, joint control, or significant influence. Securities that have a readily determinable fair value are carried at fair value. Securities without a readily determinable fair value are initially recognized at cost and subsequently carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in transactions for an identical or similar investment of the same issuer, such as subsequent capital raising transactions. Changes in the value of securities with or without a readily determinable fair value are recorded in the Condensed Consolidated Statements of Earnings. In determining whether a security without a readily determinable fair value is impaired, management considers qualitative factors to identify an impairment including the financial condition and near-term prospects of the issuer.
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D. Use of Estimates. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes thereto. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions and judgment that are believed to be reasonable under the circumstances. Accordingly, actual results could differ from those estimates. The use of estimates in specific accounting policies is described further in the notes to the Condensed Consolidated Financial Statements, as appropriate.
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, as subsequently amended by ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” and ASU No. 2018-20, “Leases (Topic 842): Narrow Scope Improvements for Lessors” (collectively referred to herein as “ASU No. 2016-02, as amended”). Under ASU No. 2016-02, as amended, all lease arrangements, with certain limited exceptions, exceeding a twelve-month term must now be recognized as assets and liabilities on the balance sheet of the lessee by recording a right-of-use (“ROU”) asset and corresponding lease obligation generally equal to the present value of the future lease payments over the lease term. Further, the income statement will reflect lease expense for leases classified as operating and amortization/interest expense for leases classified as financing, determined using classification criteria substantially similar to the current lease guidance for distinguishing between an operating and capital lease. ASU No. 2016-02, as amended, also contains certain additional qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. ASU No. 2016-02, as amended, was effective for the Company in the first quarter of fiscal year 2020 and could have been adopted using either a modified retrospective basis which required adjustment to all comparative periods presented in the consolidated financial statements, or by recognizing a cumulative-effect adjustment to the opening balance of retained earnings at the date of initial application.
Accordingly, in the first quarter of fiscal year 2020, the Company adopted ASU No. 2016-02, as amended, by recognizing a ROU asset and corresponding lease liability, along with a cumulative-effect adjustment to the opening balance of retained earnings, in the period of adoption. Under this method of adoption, the Company has not restated the prior period Condensed Consolidated Financial Statements presented to the current period presentation. The Company elected the transition package of three practical expedients permitted under the transition guidance in ASU No. 2016-02, as amended, to not reassess prior conclusions related to whether (i) a contract contains a lease, (ii) the classification of an existing lease, and (iii) the accounting for initial direct costs. The Company also elected accounting policies to (i) not separate the non-lease components of a contract from the lease component to which they relate, and (ii) not recognize assets or liabilities for leases with a term of twelve months or less and no purchase option that the Company is reasonably certain of exercising.
On the Condensed Consolidated Balance Sheet as of July 1, 2019, the adoption of ASU No. 2016-02, as amended, resulted in the recognition of lease liabilities of $252.0 million and ROU assets of $235.4 million, which include the impact of existing deferred rents and tenant improvement allowances for operating leases, as well as a cumulative-effect adjustment to the opening balance of retained earnings of $0.2 million. The adoption of ASU No. 2016-02, as amended, did not have a material impact on the Condensed Consolidated Statements of Earnings, the Condensed Consolidated Statements of Comprehensive Income, the Condensed Consolidated Statements of Cash Flows, or the Condensed Consolidated Statements of Stockholders’ Equity.
In August 2018, the FASB issued ASU No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU No. 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements under GAAP for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU No. 2018-15 became effective for the Company beginning in the first quarter of fiscal year 2021. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance, for which the Company elected to adopt ASU No. 2018-15 on a prospective basis. The adoption of ASU No. 2018-15 did not have a material impact on the Company's Condensed Consolidated Financial Statements.
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In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses” (“ASU No. 2016-13”), which prescribes an impairment model for most financial instruments based on expected losses rather than incurred losses. Under this model, an estimate of expected credit losses over the contractual life of the instrument is to be recorded as of the end of a reporting period as an allowance to offset the amortized cost basis, resulting in a net presentation of the amount expected to be collected on the financial instrument. The expected credit loss model incorporates historical collection experience and other factors, including those related to current market conditions and events. The Company monitors trade receivable balances and other related assets, and estimates the allowance for lifetime expected credit losses. ASU No. 2016-13 became effective for the Company in the first quarter of fiscal year 2021. For most instruments, entities must apply the standard using a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The adoption of ASU No. 2016-13 did not have a material impact on the Company's Condensed Consolidated Financial Statements.
NOTE 3. REVENUE RECOGNITION
ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU No. 2014-09”) outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. The core principle is that an entity recognizes revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The Company’s revenues from clients are primarily generated from fees for providing investor communications and technology-enabled services and solutions. Revenues are recognized for the 2 reportable segments as follows:
Investor Communication Solutions—Revenues are generated primarily from processing and distributing investor communications and other related services as well as vote processing and tabulation. The Company typically enters into agreements with clients to provide services on a fee for service basis. Fees received for processing and distributing investor communications are generally variably priced and recognized as revenue over time as the Company provides the services to clients based on the number of units processed, which coincides with the pattern of value transfer to the client. Broadridge works directly with corporate issuers (“Issuers”) and mutual funds to ensure that the account holders of the Company’s bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications materials and the services are fulfilled in accordance with each Issuer’s and mutual fund’s requirements. Broadridge works directly with the Issuers and mutual funds to resolve any issues that may arise. As such, Issuers and mutual funds are viewed as the customer of the Company’s services. As a result, revenues for distribution services as well as proxy materials fulfillment services are recorded in Revenue on a gross basis with corresponding costs including amounts remitted to the broker-dealers and banks (referred to as “Nominees”) recorded in Cost of revenues. Fees for the Company’s investor communications services arrangements are typically billed and paid on a monthly basis following the delivery of the services. The Company also offers certain hosted service arrangements that can be priced on a fixed and/or variable basis for which revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client on a monthly basis based on the number of transactions processed or units delivered, in the case of variable priced arrangements, or a fixed monthly fee in the case of fixed price arrangements, in each case which coincides with the pattern of value transfer to the client. These services may be billed in a variety of payment frequencies depending on the specific arrangement.
Global Technology and Operations—Revenues are generated primarily from fees for trade processing and related services. Revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client. The Company’s arrangements for processing and related services typically consist of an obligation to provide specific services to its clients on a when and if needed basis (a stand ready obligation) with revenue recognized from the satisfaction of the performance obligations on a monthly basis generally in the amount billable to the client. These services are generally provided under variable priced arrangements based on volume of service and can include minimum monthly usage fees. Client service agreements often include up-front consideration in addition to the recurring fee for trade processing. Up-front implementation fees, as well as certain enhancements to existing technology platforms, are deferred and recognized on a straight-line basis over the service term of the contract which corresponds to the timing of transfer of value to the client that commences after client acceptance when the processing term begins. In addition, revenue is also generated from the fulfillment of professional services engagements which are generally priced on a time and materials or fixed price basis, and are recognized as the services are provided to the client which corresponds to the timing of transfer of value to the client. Finally, the Company generally recognizes license revenues from software term licenses installed on clients’ premises upon delivery and acceptance of the software license, assuming a contract is deemed to exist. Software term license revenue is not a significant portion of the Company’s revenues.
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The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize:
Transaction Price
The Company allocates transaction price to the individual performance obligations within a contract. If the contracted prices reflect the relative standalone selling prices for the individual performance obligations, no allocations are made. Otherwise, the Company uses the relative selling price method to allocate the transaction price, obtained from sources such as the observable price of a good or service when the Company sells that good or service separately in similar circumstances and to similar clients. If such evidence is unavailable, the Company uses the best estimate of the selling price, which includes various internal factors such as pricing strategy and market factors. A significant portion of the Company’s performance obligations are generated from transactions with volume based fees and includes services that are delivered at the same time. The Company recognizes revenue related to these arrangements over time as the services are provided to the client. While many of the Company’s contracts contain some component of variable consideration, the Company only recognizes variable consideration that is not expected to reverse. The Company allocates variable payments to distinct services in an overall contract when the variable payment relates specifically to that particular service and for which the variable payment reflects what the Company expects to receive in exchange for that particular service. As a result, the Company generally allocates and recognizes variable consideration in the period it has the contractual right to invoice the client.
As described above, our most significant performance obligations involve variable consideration which constitutes the majority of our revenue streams. The Company’s variable consideration components meet the criteria in ASU No. 2014-09 for exclusion from disclosure of the remaining transaction price allocated to unsatisfied performance obligations as does any contracts with clients with an original duration of one year or less. The Company has contracts with clients that vary in length depending on the nature of the services and contractual terms negotiated with the client, and they generally extend over a multi-year period.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a client, are excluded from revenue. Distribution revenues associated with shipping and handling activities are accounted for as a fulfillment activity and recognized as the related services or products are transferred to the client. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between client payment and the transfer of goods or services is expected to be one year or less.
Disaggregation of Revenue
The Company has presented below its revenue disaggregated by product line and by revenue type within each of its Investor Communication Solutions and Global Technology and Operations reportable segments.
Fee revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity. In addition, the level of recurring and event-driven activity the Company processes directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. Event-driven fee revenues are based on the number of special events and corporate transactions the Company processes. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven fee revenues. Distribution revenues primarily include revenues related to the physical mailing and distribution of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as Matrix administrative services.
In the second quarter of fiscal year 2021, the Company changed its presentation of disaggregated revenue by product line disclosures to reflect internal realignment of the Company’s revenue reporting, specifically as it relates to recurring fee revenues. Presentation of disaggregated revenue by product line disclosures in prior periods have been changed to conform to the current period presentation.
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Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
(In millions)(In millions)
Investor Communication Solutions
Regulatory$289.6 $241.5 $572.9 $492.2 
Data-driven fund solutions89.6 88.9 261.2 249.3 
Issuer44.3 34.6 82.8 68.1 
Customer communications163.0 164.0 438.7 436.1 
       Total ICS Recurring fee revenues586.5 529.0 1,355.6 1,245.8 
Equity and other40.4 22.1 79.5 54.9 
Mutual funds33.4 17.0 85.0 55.3 
       Total ICS Event-driven fee revenues73.8 39.1 164.5 110.3 
Distribution revenues449.1 412.1 1,126.0 1,042.4 
       Total ICS Revenues$1,109.3 $980.2 $2,646.0 $2,398.4 
Global Technology and Operations
Capital markets$167.3 $169.2 $499.4 $479.5 
Wealth and investment management146.2 136.2 412.4 380.8 
       Total GTO Recurring fee revenues313.5 305.5 911.9 860.3 
Foreign currency exchange(33.1)(35.8)(95.8)(91.6)
       Total Revenues$1,389.8 $1,249.9 $3,462.1 $3,167.1 
Revenues by Type
Recurring fee revenues$900.0 $834.5 $2,267.5 $2,106.1 
Event-driven fee revenues73.8 39.1 164.5 110.3 
Distribution revenues449.1 412.1 1,126.0 1,042.4 
Foreign currency exchange(33.1)(35.8)(95.8)(91.6)
       Total Revenues$1,389.8 $1,249.9 $3,462.1 $3,167.1 
Contract Balances
The following table provides information about contract assets and liabilities:
March 31, 2021June 30, 2020
(In millions)
Contract assets$83.7 $81.9 
Contract liabilities$314.3 $286.6 

Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts. Contract liabilities represent consideration received or receivable from clients before the transfer of control occurs (deferred revenue). Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period.

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During the nine months ended March 31, 2021, contract assets were relatively flat as compared to the June 30, 2020 balance, while contract liabilities increased due to the timing of client payments in relation to the timing of revenue recognized. The Company recognized $143.5 million of revenue during the nine months ended March 31, 2021 that was included in the contract liability balance as of June 30, 2020.

NOTE 4. WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic earnings per share (“EPS”) is calculated by dividing the Company’s Net earnings by the basic Weighted-average shares outstanding for the periods presented. The Company calculates diluted EPS using the treasury stock method, which reflects the potential dilution that could occur if outstanding stock options at the presented date are exercised and restricted stock unit awards have vested.
The computation of diluted EPS excluded 0.3 million options to purchase Broadridge common stock for the three months ended March 31, 2021, and 0.4 million options to purchase Broadridge common stock for the nine months ended March 31, 2021, as the effect of their inclusion would have been anti-dilutive.
The computation of diluted EPS excluded 0.5 million options to purchase Broadridge common stock for the three months ended March 31, 2020, and 0.5 million options to purchase Broadridge common stock for the nine months ended March 31, 2020, as the effect of their inclusion would have been anti-dilutive.
The following table sets forth the denominators of the basic and diluted EPS computations (in millions):
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
Weighted-average shares outstanding:
       Basic115.8 114.6 115.6 114.6 
       Common stock equivalents2.1 2.3 2.1 2.5 
       Diluted118.0 117.0 117.7 117.1 

NOTE 5. INTEREST EXPENSE, NET
Interest expense, net consisted of the following:
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
(In millions)
Interest expense on borrowings$(12.0)$(16.7)$(39.2)$(46.3)
Interest income0.3 0.5 1.9 3.2 
Interest expense, net$(11.8)$(16.2)$(37.3)$(43.2)

NOTE 6. ACQUISITIONS
Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Condensed 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 Condensed Consolidated Statements of Earnings since the respective date of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill.
Pro forma supplemental financial information for all acquisitions is not provided as the impact of these acquisitions on the Company’s operating results was not material for any acquisition individually or in the aggregate.
Refer to Note 14, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a discussion of the Company’s pending acquisition of Itiviti Holding AB, a provider of trading and connectivity technology to the capital markets industry (“Itiviti”), (the “Itiviti Acquisition”), and Note 10, “Borrowings” for a discussion of the financing related to the Itiviti Acquisition (the “Fiscal 2021 Term Loans”).
During the nine months ended March 31, 2021, there were no other acquisitions.
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Fiscal Year 2020 Acquisitions:

BUSINESS COMBINATIONS

Financial information on each transaction is as follows:


Shadow FinancialFi360Clear-StructureFunds-LibraryTotal
(In millions)
Cash payments, net of cash acquired$35.6 $116.0 $59.1 $69.9 $280.7 
Deferred payments, net3.0 3.5 2.1 8.6 
Contingent consideration liability7.0 7.0 
Aggregate purchase price$38.6 $119.5 $68.3 $69.9 $296.3 
Net tangible assets acquired / (liabilities assumed)$(0.1)$(7.9)$0.2 $(3.1)$(10.9)
Goodwill17.6 84.4 44.2 39.2 185.4 
Intangible assets21.1 43.1 23.9 33.8 121.8 
Aggregate purchase price$38.6 $119.5 $68.3 $69.9 $296.3 

Shadow Financial Systems, Inc. (Shadow Financial)
In October 2019, the Company acquired Shadow Financial, a provider of multi-asset class post-trade solutions for the capital markets industry. The acquisition built upon Broadridges post-trade processing capabilities by adding a market-ready solution for exchanges, inter-dealer brokers and proprietary trading firms. In addition, the acquisition has added capabilities across exchange traded derivatives and cryptocurrency. Shadow Financial is included in our GTO reportable segment.
Goodwill is tax deductible.
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and five-year life, respectively.

Fi360, Inc. (Fi360)
In November 2019, the Company acquired Fi360, a provider of fiduciary and Regulation Best Interest solutions for the wealth and retirement industry, including the accreditation and continuing education for the Accredited Investment Fiduciary® Designation, the leading designation focused on fiduciary responsibility. The acquisition has enhanced Broadridge’s retirement solutions by providing wealth and retirement advisors with fiduciary tools that complement its Matrix trust and trading platform. The acquisition has also further strengthened Broadridge’s data and analytics tools and solutions suite that enable asset managers to grow their businesses by providing greater transparency into the retirement market. Fi360 is included in our ICS reportable segment.
Goodwill is not tax deductible.
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and five-year life, respectively.

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ClearStructure Financial Technology, LLC (ClearStructure)
In November 2019, the Company acquired ClearStructure, a global provider of portfolio management solutions for the private debt markets. ClearStructure’s component services has enhanced Broadridge’s existing multi-asset class, front-to-back office asset management technology suite, providing Broadridge clients with a capability to access the public and private markets. ClearStructure is included in our GTO reportable segment.
The contingent consideration liability is payable through fiscal year 2023 upon the achievement by the acquired business of certain revenue targets, and has a maximum potential pay-out of $12.5 million upon the achievement in full of the defined financial targets by the acquired business.
The fair value of the contingent consideration liability at March 31, 2021 is $7.0 million.
Goodwill is primarily tax deductible.
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and five-year life, respectively.

FundsLibrary Limited (“FundsLibrary”)
In February 2020, the Company acquired FundsLibrary, a provider of fund document and data dissemination in the European market. FundsLibrary's solutions enable fund managers to increase distribution opportunities and help them comply with regulations such as Solvency II and MiFID II. The business was combined with FundAssist, Broadridge's existing European funds regulatory communications business. The combination of FundsLibrary's data platform and technology with Broadridge's existing fund calculation, document creation and translation capabilities, creates an end-to-end solution for fund managers and distributors, enabling them to respond to demanding regulatory requirements across multiple jurisdictions. FundsLibrary is included in our ICS reportable segment.
Goodwill is not tax deductible.
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a seven-year life and three-year life, respectively.
NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1     Quoted market prices in active markets for identical assets and liabilities.
Level 2     Observable market-based inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3     Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 and Level 2 instruments, as applicable, based on the exchange traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and its counterparties. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.
The fair values of the contingent consideration obligations are based on a probability weighted approach derived from the estimates of earn-out criteria and the probability assessment with respect to the likelihood of achieving those criteria. The measurement is based on significant inputs that are not observable in the market, therefore, the Company classifies this liability as Level 3 in the table below.
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The following tables set forth the Company’s financial assets and liabilities at March 31, 2021 and June 30, 2020, respectively, that are recorded at fair value, segregated by level within the fair value hierarchy:
March 31, 2021
Level 1Level 2Level 3Total
(In millions)
Assets:
Cash and cash equivalents:
       Money market funds (a)$75.0 $$$75.0 
Other current assets:
       Securities1.0 1.0 
       Derivative asset7.8 7.8 
Other non-current assets:
       Securities114.0 114.0 
Total assets as of March 31, 2021$190.0 $7.8 $$197.8 
Liabilities:
       Contingent consideration obligations17.3 17.3 
       Derivative liability9.6 9.6 
Total liabilities as of March 31, 2021$$9.6 $17.3 $26.9 

June 30, 2020
Level 1Level 2Level 3Total
(In millions)
Assets:
Cash and cash equivalents:
       Money market funds (a)$150.1 $$$150.1 
Other current assets:
       Securities0.5 — 0.5 
Other non-current assets:
       Securities102.0 102.0 
Total assets as of June 30, 2020$252.7 $$$252.7 
Liabilities:
       Contingent consideration obligations33.1 33.1 
Total liabilities as of June 30, 2020$$$33.1 $33.1 
_________
(a)Money market funds include money market deposit account balances of $75.0 million and $150.1 million as of March 31, 2021 and June 30, 2020, respectively.
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In addition, the Company has non-marketable securities with a carrying amount of $53.8 million and $33.3 million as of March 31, 2021 and June 30, 2020, respectively, that are classified as Level 2 financial assets and included as part of Other non-current assets on the Condensed Consolidated Balance Sheets.
The following table sets forth an analysis of changes during the three and nine months ended March 31, 2021 and 2020, respectively, in Level 3 financial liabilities of the Company:
Three Months Ended March 31,Nine Months Ended March 31,
2021202020212020
 (In millions)
Beginning balance$17.8 $33.0 $33.1 $28.4 
Additional contingent consideration incurred7.0 
Net increase (decrease) in contingent consideration liability
Foreign currency impact on contingent consideration liability0.3 (0.1)1.8 (0.4)
Payments(0.8)(0.2)(17.5)(2.3)
Ending balance$17.3 $32.7 $17.3 $32.7 
Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments between levels. The Company’s policy is to record transfers between levels if any, as of the beginning of the fiscal year.
NOTE 8. OTHER NON-CURRENT ASSETS
Other non-current assets consisted of the following:
March 31, 2021June 30, 2020
(In millions)
Deferred client conversion and start-up costs$656.9 $433.8 
ROU assets (a)255.1 292.6 
Long-term investments173.5 141.6 
Deferred sales commissions costs97.6 104.4 
Contract assets (b)83.7 81.9 
Long-term broker fees51.1 32.8 
Deferred data center costs (c)24.7 24.5 
Other28.2 30.2 
       Total$1,370.9 $1,141.9 
_________
(a) ROU assets represent the Company’s right to use an underlying asset for the lease term.
(b) Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts.
(c) Represents deferred data center costs associated with the Company’s information technology services agreements with International Business Machines Corporation (“IBM”). Please refer to Note 14, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.
The total amount of deferred client conversion and start-up costs and deferred sales commission costs amortized in Operating expenses during the three months ended March 31, 2021 and 2020, were $20.4 million and $20.0 million, respectively.
The total amount of deferred client conversion and start-up costs and deferred sales commission costs amortized in Operating expenses during the nine months ended March 31, 2021 and 2020, were $60.2 million and $56.2 million, respectively.
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NOTE 9. PAYABLES AND ACCRUED EXPENSES
Payables and accrued expenses consisted of the following:
March 31, 2021June 30, 2020
(In millions)
Accounts payable$182.3 $151.8 
Employee compensation and benefits240.0 260.4 
Accrued broker fees94.1 109.5 
Accrued dividend payable66.6 62.2 
Managed services administration fees63.3 59.4 
Customer deposits62.1 44.5 
Operating lease liabilities35.9 35.3 
Accrued taxes31.5 38.5 
Other100.2 68.6 
     Total$876.1 $829.9 

NOTE 10. BORROWINGS
Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows:
Expiration
Date
Principal amount outstanding at March 31, 2021Carrying value at March 31, 2021Carrying value at June 30, 2020Unused
Available
Capacity
Fair Value at March 31, 2021
(In millions)
Current portion of long-term debt
       Fiscal 2014 Senior Notes (a)September 2020$$$399.9 $— $
            Total$$$399.9 $— $
Long-term debt, excluding current portion
Fiscal 2019 Revolving Credit Facility:
       U.S. dollar trancheMarch 2024$375.0 $375.0 $$725.0 $375.0 
       Multicurrency trancheMarch 2024133.8 133.8 149.8 266.2 133.8 
             Total Revolving Credit Facility508.8 508.8 149.8 991.2 508.8 
Fiscal 2016 Senior NotesJune 2026500.0 496.6 496.1 — 542.4 
Fiscal 2020 Senior NotesDecember 2029750.0 742.3 741.7 — 768.9 
             Total Senior Notes1,250.0 1,238.9 1,237.8 — 1,311.4 
Fiscal 2021 Term Loans (b)— (9.9)— 2,550.0 — 
             Total long-term debt$1,758.8 $1,737.7 $1,387.6 $3,541.2 $1,820.1 
             Total debt$1,758.8 $1,737.7 $1,787.5 $3,541.2 $1,820.1 

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(a) On September 1, 2020, the Company repaid in full the $400.0 million in Fiscal 2014 Senior Notes that were outstanding at their maturity date.
(b) The proceeds of the Fiscal 2021 Term Loans will be used by the Company solely to finance the Itiviti Acquisition and pay certain associated fees and expenses. Please see the description of the Fiscal 2021 Term Loans in the section entitled “Fiscal 2021 Term Loans” below.
Future principal payments on the Company’s outstanding debt are as follows:
Years ending June 30,20212022202320242025ThereafterTotal
(In millions)$$$$508.8 $$1,250.0 $1,758.8 

Fiscal 2021 Term Loans: In March 2021, the Company entered into a term credit agreement (“Term Credit Agreement”) providing for term loan commitments in an aggregate principal amount of $2.55 billion, comprised of a $1.0 billion tranche (“Tranche 1”) and a $1.55 billion tranche (“Tranche 2,” together with Tranche 1, the “Loans”). The Company expects to borrow the Loans on or shortly prior to the date the Itiviti Acquisition is to be consummated (the “Itiviti Closing Date”). Once borrowed, amounts repaid or prepaid in respect of such Loans may not be reborrowed. The Tranche 1 Loans will mature on the date that is 18 months after the date on which the Loans are borrowed (the “Funding Date”). The Tranche 2 Loans will mature on the third anniversary of the Funding Date. The proceeds of the Loans will be used by the Company to solely finance the Itiviti Acquisition and pay certain fees and expenses in connection therewith. The Company expects to borrow the full $2.55 billion amount under the Loans in the Company’s fourth quarter of fiscal year 2021 prior to the Itiviti Closing Date.
The Tranche 1 Loans will bear interest at LIBOR plus 0.750% per annum (subject to step-ups to LIBOR plus 1.125% or a step-down to LIBOR plus 0.625% based on ratings). The Tranche 2 Loans will bear interest at LIBOR plus 0.875% per annum (subject to step-ups to LIBOR plus 1.250% or a step-down to LIBOR plus 0.750% based on ratings).
The Company may voluntarily prepay, in whole or in part and without premium or penalty. In the event of receipt of cash proceeds by the Company or its subsidiaries from certain incurrences of indebtedness, certain equity issuances, and certain sales, transfers or other dispositions of assets, the Company will be required to permanently reduce outstanding unfunded Tranche 1 or Tranche 2 commitments and/or prepay outstanding Loans, in each case, subject to certain limitations and qualifications as set forth in the Term Credit Agreement.
The Term Credit Agreement is subject to certain covenants, including a leverage ratio. At March 31, 2021, the Company is in compliance with all covenants of the Fiscal 2021 Term Loans.
Fiscal 2019 Revolving Credit Facility: On March 18, 2019, the Company entered into an amended and restated $1.5 billion five-year revolving credit facility (the “Fiscal 2019 Revolving Credit Facility”), which replaced the $1.0 billion five-year revolving credit facility entered into during February 2017 (the “Fiscal 2017 Revolving Credit Facility”) (together the “Revolving Credit Facilities”). The Fiscal 2019 Revolving Credit Facility is comprised of a $1.1 billion U.S. dollar tranche and a $400.0 million multicurrency tranche.
The weighted-average interest rate on the Revolving Credit Facilities was 1.18% and 1.21% for the three and nine months ended March 31, 2021, respectively, and 2.69% and 2.90% for the three and nine months ended March 31, 2020, respectively. The fair value of the variable-rate Fiscal 2019 Revolving Credit Facility borrowings at March 31, 2021 approximates carrying value and has been classified as a Level 2 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).
Borrowings under the Fiscal 2019 Revolving Credit Facility can be made in tranches up to 360 days and bear interest at LIBOR plus 101.5 basis points. In addition, the Fiscal 2019 Revolving Credit Facility has an annual facility fee equal to 11.0 basis points on the entire facility. The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Fiscal 2019 Revolving Credit Facility in accordance with individual drawn loan maturities. The Fiscal 2019 Revolving Credit Facility is subject to certain covenants, including a leverage ratio. At March 31, 2021, the Company is in compliance with all covenants of the Fiscal 2019 Revolving Credit Facility.
Fiscal 2014 Senior Notes: In August 2013, the Company completed an offering of $400.0 million in aggregate principal amount of senior notes (the “Fiscal 2014 Senior Notes”). On September 1, 2020, the Company repaid in full the $400.0 million in Fiscal 2014 Senior Notes that were outstanding at their maturity date.
23

Fiscal 2016 Senior Notes: In June 2016, the Company completed an offering of $500.0 million in aggregate principal amount of senior notes (the “Fiscal 2016 Senior Notes”). The Fiscal 2016 Senior Notes will mature on June 27, 2026 and bear interest at a rate of 3.40% per annum. Interest on the Fiscal 2016 Senior Notes is payable semi-annually in arrears on June 27 and December 27 of each year. The Fiscal 2016 Senior Notes were issued at a price of 99.589% (effective yield to maturity of 3.449%). The indenture governing the Fiscal 2016 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At March 31, 2021, the Company is in compliance with the covenants of the indenture governing the Fiscal 2016 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2016 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2016 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2016 Senior Notes at March 31, 2021 and June 30, 2020 was $542.4 million and $554.3 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).
Fiscal 2020 Senior Notes: In December 2019, the Company completed an offering of $750.0 million in aggregate principal amount of senior notes (the “Fiscal 2020 Senior Notes”). The Fiscal 2020 Senior Notes will mature on December 1, 2029 and bear interest at a rate of 2.90% per annum. Interest on the Fiscal 2020 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year. The Fiscal 2020 Senior Notes were issued at a price of 99.717% (effective yield to maturity of 2.933%). The indenture governing the Fiscal 2020 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At March 31, 2021, the Company is in compliance with the covenants of the indenture governing the Fiscal 2020 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2020 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2020 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2020 Senior Notes at March 31, 2021 and June 30, 2020 was $768.9 million and $803.6 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).
The Fiscal 2019 Revolving Credit Facility, Fiscal 2016 Senior Notes and Fiscal 2020 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.
In addition, certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks. As of March 31, 2021 and June 30, 2020, there were 0 outstanding borrowings under these lines of credit.
NOTE 11. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consisted of the following:
March 31, 2021June 30, 2020
(In millions)
Operating lease liabilities$256.5 $288.3 
Post-employment retirement obligations157.0 144.3 
Non-current income taxes39.6 37.4 
Acquisition related contingencies6.0 17.6 
Other52.8 24.8 
       Total$511.9 $512.4 

The Company sponsors a Supplemental Officer Retirement Plan (the “Broadridge SORP”). The Broadridge SORP is a nonqualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key officers upon retirement based upon the officers’ years of service and compensation. The Broadridge SORP was closed to new participants beginning in fiscal year 2015. The Company also sponsors a Supplemental Executive Retirement Plan (the “Broadridge SERP”). The Broadridge SERP is also a nonqualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key executives upon retirement based upon the executives’ years of service and compensation. The Broadridge SERP was closed to new participants beginning in fiscal year 2015.
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The SORP and SERP are effectively funded with assets held in a Rabbi Trust. The assets invested in the Rabbi Trust are to be used in part to fund benefit payments to participants under the terms of the plans. The Rabbi Trust is irrevocable and no portion of the trust funds may be used for any purpose other than the delivery of those assets to the participants, except that assets held in the Rabbi Trust would be subject to the claims of the Company’s general creditors in the event of bankruptcy or insolvency of the Company. The Broadridge SORP and SERP are nonqualified plans for federal tax purposes and for purposes of Title I of ERISA. The Rabbi Trust assets had a value of $60.5 million at March 31, 2021 and $54.5 million at June 30, 2020 and are included in Other non-current assets in the accompanying Condensed Consolidated Balance Sheets. The SORP and the SERP had a total benefit obligation of $61.9 million at March 31, 2021 and $59.8 million at June 30, 2020 and are included in Other non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.
NOTE 12. STOCK-BASED COMPENSATION
The activity related to the Company’s incentive equity awards for the three months ended March 31, 2021 consisted of the following:
Stock OptionsTime-based
Restricted Stock Units
Performance-based
Restricted Stock Units
Number of
Options
Weighted-
Average
Exercise
Price
Number
of Shares
Weighted-
Average
Grant
Date Fair
Value
Number
of Shares
Weighted-
Average
Grant
Date Fair
Value
Balances at December 31, 20203,041,071 $81.06 1,021,004 $117.61 329,427 $125.29 
Granted334,963 148.07 9,195 139.51 
Exercise of stock options (a)(106,850)61.80 — — — — 
Vesting of restricted stock units— — (4,051)142.26 — — 
Expired/forfeited(7,415)122.01 
Balances at March 31, 2021 (b),(c)3,269,184 $88.55 1,018,733 $117.68 329,427 $125.29 

(a)Stock options exercised during the period of January 1, 2021 through March 31, 2021 had an aggregate intrinsic value of $9.2 million.
(b)As of March 31, 2021, the Company’s outstanding vested and currently exercisable stock options using the March 31, 2021 closing stock price of $153.10 (approximately 1.8 million shares) had an aggregate intrinsic value of $147.9 million with a weighted-average exercise price of $68.97 and a weighted-average remaining contractual life of 5.3 years. The total of all stock options outstanding as of March 31, 2021 have a weighted-average remaining contractual life of 6.5 years.
(c)As of March 31, 2021, time-based restricted stock units and performance-based restricted stock units expected to vest using the March 31, 2021 closing stock price of $153.10 (approximately 1.0 million and 0.3 million shares, respectively) had an aggregate intrinsic value of $149.0 million and $48.2 million, respectively. Performance-based restricted stock units granted in the table above represent initial target awards, and performance adjustments for (i) change in shares issued based upon attainment of performance goals determined in the period, and (ii) estimated change in shares issued resulting from attainment of performance goals to be determined at the end of the prospective performance period.
The activity related to the Company’s incentive equity awards for the nine months ended March 31, 2021 consisted of the following:
Stock OptionsTime-based
Restricted Stock Units
Performance-based
Restricted Stock Units
Number of
Options
Weighted-
Average
Exercise
Price
Number
of Shares
Weighted-
Average
Grant
Date Fair
Value
Number
of Shares
Weighted-
Average
Grant
Date Fair
Value
Balances at June 30, 20203,770,787 $74.97 699,998 $111.37 251,596 $122.11 
Granted359,464 147.97 359,286 130.51 107,695 126.82 
Exercise of stock options (a)(738,402)45.86 — — — — 
Vesting of restricted stock units— — (6,558)135.14 (11,837)75.82 
Expired/forfeited(122,665)102.13 (33,993)120.12 (18,027)122.53 
Balances at March 31, 2021 (b),(c)3,269,184 $88.55 1,018,733 $117.68 329,427 $125.29 
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____________
(a)Stock options exercised during the period of July 1, 2020 through March 31, 2021 had an aggregate intrinsic value of $69.0 million.
The Company has stock-based compensation plans under which the Company annually grants stock option and restricted stock unit awards. Stock options are granted to employees at exercise prices equal to the fair market value of the Company’s common stock on the dates of grant, with the measurement of stock-based compensation expense recognized in Net earnings based on the fair value of the award on the date of grant. Stock-based compensation expense of $17.6 million and $17.3 million, as well as related expected tax benefits of $3.9 million and $4.0 million were recognized for the three months ended March 31, 2021 and 2020, respectively. Stock-based compensation expense of $46.4 million and $47.6 million, as well as related expected tax benefits of $10.2 million and $10.6 million were recognized for the nine months ended March 31, 2021 and 2020, respectively.
As of March 31, 2021, the total remaining unrecognized compensation cost related to non-vested stock options and restricted stock unit awards amounted to $15.6 million and $59.7 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 2.0 years and 1.7 years, respectively.
For stock options granted, the fair value of each stock option was estimated on the date of grant using a binomial option pricing model. The binomial model considers a range of assumptions related to volatility, risk-free interest rate and employee exercise behavior. Expected volatilities utilized in the binomial model are based on a combination of implied market volatilities, historical volatility of the Company’s stock price and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of the stock option grants is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding.
NOTE 13. INCOME TAXES
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
(In millions)
Provision for income taxes$51.9 $43.6 $72.7 $52.0 
Effective tax rate23.9 %20.7 %20.2 %18.3 %
Excess tax benefits$1.7 $1.9 $14.6 $9.9 

The increase in the effective tax rate for the three and nine months ended March 31, 2021 was driven by the reduced impact of discrete tax items relative to pre-tax income in the current year period compared to the prior year period.
NOTE 14. CONTRACTUAL COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS
Data Center Agreements
In March 2010, the Company and IBM entered into an Information Technology Services Agreement (the “IT Services Agreement”), under which IBM provided certain aspects of the Company’s information technology infrastructure. Under the IT Services Agreement, IBM provided a broad range of technology services to the Company including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services. The migration of data center processing to IBM was completed in August 2012. The IT Services Agreement would have expired on June 30, 2022, but a two-year extension was signed in March 2015, amending the expiration date to June 30, 2024. In December 2019, the Company and IBM amended and restated the IT Services Agreement (the “Amended IT Services Agreement”), which now expires on June 30, 2027. The Company has the option of incorporating additional services into the Amended IT Services Agreement over time. The Company may renew the term of the Amended IT Services Agreement for up to 1 additional 12-month period. Fixed minimum commitments remaining under the Amended IT Services Agreement at March 31, 2021 are $208.9 million through fiscal year 2027, the final year of the Amended IT Services Agreement.
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In December 2019, the Company and IBM entered into an information technology agreement for private cloud services (the “IBM Private Cloud Agreement”) under which IBM will operate, manage and support the Company’s private cloud global distributed platforms and products, and operate and manage certain Company networks. The IBM Private Cloud Agreement has an initial term of approximately 10 years and three months, expiring on March 31, 2030. As a result of the IBM Private Cloud Agreement, the Company transferred certain of its employees in April 2020 to IBM and its affiliates, and that such transferred employees are expected to continue providing services to the Company on behalf of IBM under the IBM Private Cloud Agreement. Pursuant to the IBM Private Cloud Agreement, the Company agreed to transfer the ownership of certain Company-owned hardware (the “Hardware”) located at Company facilities worldwide to IBM. The transfer of the Hardware to IBM closed on September 30, 2020 for a selling price of $18.0 million. Fixed minimum commitments remaining under the IBM Private Cloud Agreement at March 31, 2021 are $220.8 million through March 31, 2030, the final year of the contract.
In March 2014, the Company and IBM United Kingdom Limited (“IBM UK”) entered into an Information Technology Services Agreement (the “EU IT Services Agreement”), under which IBM UK provides data center services supporting the Company’s technology outsourcing services for certain clients in Europe and Asia. The EU IT Services Agreement would have expired in October 2023. In December 2019, the Company amended the existing EU IT Services Agreement whereby the Company will migrate from the existing dedicated on-premise solution to a managed Broadridge private cloud environment provided by IBM, as well as extended the term of the EU IT Services Agreement to June 2029 (the “Amended EU IT Services Agreement”). The Company has the right to renew the term of the Amended EU IT Services Agreement for up to 1 additional 12-month period or 1 additional 24-month period. Fixed minimum commitments remaining under the Amended EU IT Services Agreement at March 31, 2021 are $27.6 million through fiscal year 2029, the final year of the contract.
Pending Acquisition of Itiviti
In March 2021, the Company signed the share purchase agreement to acquire 100% of the equity shares of Itiviti. The total purchase price is payable in a combination of currencies approximately equivalent to $2.5 billion in cash, subject to customary closing adjustments. The acquisition is subject to customary closing conditions and regulatory approval and is expected to close in the fourth quarter of fiscal year 2021. Upon closing of the acquisition, the acquired net assets will be recorded at estimated fair value in accordance with the purchase method of accounting and the results of operations of the acquired business will be included in the results of operations of the Global Technology and Operations segment.
It is not the Company’s business practice to enter into off-balance sheet arrangements. However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations, and cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company was not a party to any derivative financial instruments at June 30, 2020. In connection with the pending Itiviti Acquisition, in March 2021 the Company entered into 2 derivative instruments designed to mitigate the Company’s potential exposure to the impact of (i) changes in foreign exchange rates on the Itiviti Acquisition purchase consideration, and (ii) changes in interest rates on a portion of the Company’s expected long-term transaction financing.
The Company executed a forward foreign exchange derivative instrument (“Forward”) with an aggregate notional amount of EUR 1.955 billion. The Forward acts as an economic hedge against the impact of changes in the Euro on the Company’s purchase consideration for the pending Itiviti Acquisition. The Company has recorded changes in fair value of the Forward as part of Other non-operating income (expenses), net in the Condensed Consolidated Statement of Earnings. At March 31, 2021, the Company’s position on the Forward was a liability of $9.6 million, and is recorded as part of Payables and accrued expenses on the Condensed Consolidated Balance Sheets. The Forward is expected to be settled in the Company’s fourth quarter of fiscal year 2021.
Also, the Company executed a forward treasury lock agreement (“Treasury Lock”), designated as a cash flow hedge, in the aggregate notional amount of $1.0 billion to manage exposure to fluctuations in the benchmark interest rate in anticipation of a possible issuance of fixed rate debt to pay down a portion of the Term Credit Agreement, which will be drawn to acquire Itiviti. Accordingly, changes in the fair value of the Treasury Lock are recorded as part of Other comprehensive income (loss), net each period until the Treasury Lock is settled, after which the final settlement gain or loss will be reclassified into Interest expense, net ratably over the expected term of the associated financing. At March 31, 2021, the Company’s position on the Treasury Lock was an asset of $7.8 million, and is recorded as part of Other current assets on the Condensed Consolidated Balance Sheets with the offsetting amount recorded as part of accumulated other comprehensive income/(loss), net of tax. Based on the current fair value of the Treasury Lock at March 31, 2021 and the Company’s expected settlement of the Treasury Lock in the fourth quarter of fiscal year 2021, the estimated amount of the existing gain that would be reclassified into earnings before income taxes within the next twelve months is approximately $0.6 million.

27

Investments
The Company has an equity investment that is a variable interest in a variable interest entity, the Company is not the primary beneficiary and therefore does not consolidate the investee. The Company’s potential maximum loss exposure related to this unconsolidated investment totaled $19.7 million as of March 31, 2021, which represents the carrying value of the Company's investment and is recorded in Other non-current assets in the Company’s Condensed Consolidated Balance Sheets. In addition, as of March 31, 2021, the Company has a future commitment to fund this investee for up to an additional $14.0 million if certain future funding milestones are met. Additional funding provided by the Company to the investee as a result of meeting the future funding milestones would increase the Company’s corresponding potential maximum loss exposure by that amount.
In addition, as of March 31, 2021, the Company also has a future commitment to fund $2.4 million to one of the Company’s other investees.
Software License Agreements
The Company has incurred the following expenses under software license agreements:

Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
(In millions)
Software License Agreements$21.8 $11.3 $60.1 $33.5 

Fixed Operating Lease Cost
Fixed operating lease cost for the three and nine months ending March 31, 2021 and March 31, 2020 are as follows:
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
(In millions)
Fixed Operating Lease Cost$10.3 $11.3 $45.1 $29.4 

Other
In the normal course of business, the Company is subject to various claims and litigation. While the outcome of any claim or litigation is inherently unpredictable, the Company believes that the ultimate resolution of these matters will not, individually or in the aggregate, result in a material impact on its financial condition, results of operations or cash flows.
In the normal course of business, the Company also enters into contracts in which it makes representations and warranties that relate to the performance of the Company’s products and services. The Company does not expect any material losses related to such representations and warranties, or collateral arrangements.
The Company’s business process outsourcing and mutual fund processing services are performed by Broadridge Business Process Outsourcing, LLC (“BBPO”), an indirect subsidiary, which is a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Although BBPO’s FINRA membership agreement allows it to engage in clearing and the retailing of corporate securities in addition to mutual fund retailing on a wire order basis, BBPO does not clear customer transactions, process any retail business or carry customer accounts. 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 March 31, 2021, BBPO was in compliance with this net capital requirement.
BBPO, as a “Managing Clearing Member” of the Options Clearing Corporation (the “OCC”), is also subject to OCC Rule 309(b) with respect to the business process outsourcing services that it provides to other OCC “Managed Clearing Member” broker-dealers. OCC Rule 309(b) requires BBPO to maintain a minimum net capital amount. At March 31, 2021, BBPO was in compliance with this net capital requirement.
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In addition, Matrix Trust Company, a subsidiary of the Company, is a Colorado State non-depository trust company and National Securities Clearing Corporation trust member, whose primary business is to provide cash agent, custodial and directed trustee services to institutional customers, and investment management services to collective trust funds. As a result, Matrix Trust Company is subject to various regulatory capital requirements administered by the Colorado Division of Banking and the Arizona Department of Financial Institutions, as well as the National Securities Clearing Corporation. Specific capital requirements that involve quantitative measures of assets, liabilities, and certain off-balance sheet items, when applicable, must be met. At March 31, 2021, Matrix Trust Company was in compliance with its capital requirements.
NOTE 15. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) BY COMPONENT
The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income/(loss) for the three and nine months ended March 31, 2021, and 2020, respectively:
Foreign
Currency
Translation
Pension
and Post-
Retirement
Liabilities
Cash Flow HedgeTotal
(In millions)
Balances at December 31, 2020$(42.6)$(14.5)$$(57.1)
Other comprehensive income/(loss) before reclassifications26.5 5.9 32.5 
Amounts reclassified from accumulated other comprehensive income/(loss)0.6 0.6 
Balances at March 31, 2021$(16.1)$(13.9)$5.9 $(24.1)

Foreign
Currency
Translation
Pension
and Post-
Retirement
Liabilities
Cash Flow HedgeTotal
(In millions)
Balances at December 31, 2019$(55.5)$(12.2)$$(67.7)
Other comprehensive income/(loss) before reclassifications0.1 0.1 
Amounts reclassified from accumulated other comprehensive income/(loss)0.4 0.4 
Balances at March 31, 2020$(55.4)$(11.9)$$(67.2)


Foreign
Currency
Translation
Pension
and Post-
Retirement
Liabilities
Cash Flow HedgeTotal
(In millions)
Balances at June 30, 2020$(84.7)$(15.7)$$(100.4)
Other comprehensive income/(loss) before reclassifications68.6 5.9 74.6 
Amounts reclassified from accumulated other comprehensive income/(loss)1.8 1.8 
Balances at March 31, 2021$(16.1)$(13.9)$5.9 $(24.1)

Foreign
Currency
Translation
Pension
and Post-
Retirement
Liabilities
Cash Flow HedgeTotal
(In millions)
Balances at June 30, 2019$(58.3)$(12.9)$$(71.2)
Other comprehensive income/(loss) before reclassifications2.9 2.9 
Amounts reclassified from accumulated other comprehensive income/(loss)1.1 1.1 
Balances at March 31, 2020$(55.4)$(11.9)$$(67.2)

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NOTE 16. INTERIM FINANCIAL DATA BY SEGMENT
The Company operates in 2 reportable segments: Investor Communication Solutions and Global Technology and Operations. See Note 1, “Basis of Presentation” for a further description of the Company’s reportable segments.
The primary components 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. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and the constant foreign currency exchange rates used for internal management reporting.
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.
Segment results:
Revenues
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
(In millions)
Investor Communication Solutions$1,109.3 $980.2 $2,646.0 $2,398.4 
Global Technology and Operations313.5 305.5 911.9 860.3 
Foreign currency exchange(33.1)(35.8)(95.8)(91.6)
       Total$1,389.8 $1,249.9 $3,462.1 $3,167.1 

Earnings (Loss) before Income
Taxes
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
(In millions)
Investor Communication Solutions$219.0 $159.2 $314.1 $204.3 
Global Technology and Operations61.7 67.4 192.0 172.9 
Other(66.8)(17.8)(159.2)(107.1)
Foreign currency exchange2.9 1.6 12.9 14.6 
       Total$216.9 $210.5 $359.8 $284.8 

NOTE 17. SUBSEQUENT EVENTS

In April 2021, the Company entered into an amended and restated $1.5 billion five-year revolving credit facility (the "Fiscal 2021 Revolving Credit Facility"), which replaces the existing $1.5 billion Fiscal 2019 Revolving Credit Facility which was set to expire in March of 2024. The Fiscal 2021 Revolving Credit Facility is comprised of a $1.1 billion U.S. dollar tranche and multicurrency tranches totaling $400.0 million. Revolving loans denominated in U.S. Dollars, Canadian Dollars, Euro, Yen, and Swedish Kronor initially bear interest at LIBOR, CDOR, EURIBOR, TIBOR and STIBOR, respectively, plus 1.015% per annum (subject to step-ups to 1.175% and step-downs to 0.805% based on ratings) and revolving loans denominated in Sterling initially bear interest at SONIA plus 1.0476% per annum (subject to step-ups to 1.2076% and step-downs to 0.8376% based on ratings). The Fiscal 2021 Revolving Credit Facility also has an annual facility fee equal to 11.0 basis points on the entire facility (subject to step-ups to 20.0 basis points and step-downs to 7.0 basis points based on ratings). The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Fiscal 2021 Revolving Credit Facility. The Fiscal 2021 Revolving Credit Facility is subject to certain covenants, including a leverage ratio.


30

Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein.
Overview
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 and corporate issuers. With over 50 years of experience, including over 10 years as an independent public company, we provide financial services firms with advanced, dependable, scalable and cost-effective integrated solutions and an important infrastructure that powers the financial services industry. 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 services include investor communications, securities processing, data and analytics, and customer communications solutions. We serve a large and diverse client base across four client groups: banks/broker-dealers, asset management firms/mutual funds, wealth management firms, and corporate issuers. For capital markets firms, we help our clients lower costs and improve the effectiveness of their trade and account processing operations with support for their operational technologies, and their administration, finance, risk and compliance requirements. We serve asset management firms by meeting their critical needs for shareholder communications and by providing investment operations technology to support their investment decisions. For wealth management clients, we provide an integrated platform with tools that optimize advisor productivity, enhance client experience, and digitize enterprise operations. For our corporate issuer clients, we help manage every aspect of their shareholder communications, including registered and beneficial proxy processing, annual meeting support, transfer agency services and financial disclosure document creation, management and SEC filing services.
We operate our business in two reportable segments: Investor Communication Solutions and Global Technology and Operations.

Investor Communication Solutions
We provide governance and communications solutions through our Investor Communication Solutions business segment to the following financial services clients: banks/broker-dealers, asset management firms/mutual funds, wealth management firms and corporate issuers. In addition to financial services firms, our Customer Communications business also serves companies in the healthcare, insurance, consumer finance, telecommunications, utilities and other service industries.
A large portion of our Investor Communication Solutions business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge® is our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies. We also provide the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help our clients meet their regulatory compliance needs.
For asset managers and retirement service providers, we offer data-driven solutions and an end-to-end platform for content management, composition, and multi-channel distribution of regulatory, marketing, and transactional information. Our data and analytics solutions provide investment product distribution data, analytical tools, insights, and research to enable asset managers to optimize product distribution across retail and institutional channels globally. Through Matrix Financial Solutions, Inc. (“Matrix”), we provide mutual fund trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals.
In addition, we provide public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy distribution and processing services, proxy and annual report document management solutions, virtual shareholder meeting services, and solutions that help them gain insight into their shareholder base through our shareholder data services. We also offer financial reporting document composition and management solutions, SEC disclosure and filing services, and registrar, stock transfer and record-keeping services through Broadridge Corporate Issuer Solutions.
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We provide customer communications solutions which include print and digital solutions, content management, postal optimization, and fulfillment services. These services include customer communications management capabilities through the Broadridge Communications CloudSM platform (the “Communications Cloud”). Through one point of integration, the Communications Cloud helps companies create, deliver, and manage multi-channel communications and customer engagement. The platform includes data-driven composition tools, identity and preference management, multi-channel optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.

Global Technology and Operations
We are a leading global provider of securities processing solutions for capital markets, wealth management, and asset management firms. We offer advanced solutions that automate the securities transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, margin, cash management, clearance and settlement, asset servicing, reference data management, reconciliations, securities financing and collateral optimization, compliance and regulatory reporting, and portfolio accounting and custody-related services.
Our core post-trade services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management and manage risk, thereby enabling them to focus on their core business activities. Our multi-asset, multi-market, multi-entity and multi-currency solutions support real-time global trade processing of equity, fixed income, mutual fund, foreign exchange, and exchange traded derivatives.
Our comprehensive wealth management platform offers capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding. The wealth management platform enables full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools. We also integrate data, content and technology to drive new customer acquisition, support holistic advice and cross-sell opportunities through the creation of sales and educational content, including seminars as well as customizable advisor websites, search engine marketing and electronic and print newsletters. Our advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.
We offer buy-side technology solutions for the global investment management industry, including portfolio management, compliance and operational workflow solutions for hedge funds, family offices, investment managers and the providers that service this space. Through our Managed Services, we provide business process outsourcing services that support the entire trade lifecycle operations of our buy- and sell-side clients’ businesses through a combination of our technology and our operations expertise. We also provide support for advisor, investor and compliance workflow.

Consolidation and Basis of Presentation
The Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). These Condensed Consolidated Financial Statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities. Intercompany balances and transactions have been eliminated. Amounts presented may not sum due to rounding.
The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements for the fiscal year ended June 30, 2020 in the 2020 Annual Report.
Effective July 1, 2019, the Company adopted Financial Accounting Standards Board (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, “Leases” and its related amendments (collectively referred to as “ASU 2016-02, as amended”) by recognizing a right-of-use (“ROU”) asset and corresponding lease liability, along with a cumulative-effect adjustment to the opening balance of retained earnings, in the period of adoption. Under this method of adoption, the Company has not restated the prior period Condensed Consolidated Financial Statements presented to the current period presentation. Additional information about the impact of the Company's adoption of ASU No. 2016-02, as amended is included in Note 2, “New Accounting Pronouncements” to the Condensed Consolidated Financial Statements.
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Critical Accounting Policies
In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Management continually evaluates the accounting policies and estimates used to prepare the Condensed Consolidated Financial Statements. The estimates, by their nature, are based on judgment, available information, and historical experience and are believed to be reasonable. However, actual amounts and results could differ from these estimates made by management. In management’s opinion, the Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of results reported. The results of operations reported for the periods presented are not necessarily indicative of the results of operations for subsequent periods. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in the “Critical Accounting Policies” section of Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2020 Annual Report.
KEY PERFORMANCE INDICATORS
Management focuses on a variety of key indicators to plan, measure and evaluate the Company’s business and financial performance. These performance indicators include Revenue and Recurring fee revenue as well as not generally accepted accounting principles measures (“Non-GAAP”) of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, Free Cash flow, and Closed sales. In addition, management focuses on select operating metrics specific to Broadridge of Record Growth and Internal Trade Growth, as defined below.
Refer to the section “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” for a reconciliation of Adjusted Operating income, Adjusted Net earnings, Adjusted earnings per share, and Free Cash flow to the most directly comparable GAAP measures, and an explanation for why these Non-GAAP metrics provide useful information to investors and how management uses these Non-GAAP metrics for operational and financial decision-making. Refer to the section “Results of Operations” for a description of Closed sales and an explanation of why Closed sales is a useful performance metric for management and investors.
Revenues
Revenues are primarily generated from fees for processing and distributing investor communications and fees for technology-enabled services and solutions. The Company monitors revenue in each of our two reportable segments as a key measure of success in addressing our clients’ needs. Fee revenues are derived from both recurring and event-driven activity. The level of recurring and event-driven activity the Company processes directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. Event-driven fee revenues are based on the number of special events and corporate transactions the Company processes. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven fee revenues. Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services as well as Matrix administrative services.
Recurring fee revenue growth represents the Company’s total annual fee revenue growth, less growth from event-driven fee revenues. We distinguish recurring fee revenue growth between organic and acquired:

Organic – We define organic revenue as the recurring fee revenue generated from Net New Business and Internal Growth.
Acquired – We define acquired revenue as the recurring fee revenue generated from acquired services in the first twelve months following the date of acquisition. This type of growth comes as a result of our strategy to purchase, integrate, and leverage the value of assets we acquire.

Revenues and Recurring fee revenue are useful metrics for investors in understanding how management measures and evaluates the Company’s ongoing operational performance. See “Results of Operations” as well as Note 3, “Revenue Recognition” to our Condensed Consolidated Financial Statements in this Form 10-Q.
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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. Record Growth is defined as stock record growth and interim record growth which measure the estimated annual change in total positions eligible for equity proxy materials and mutual fund and exchange traded fund interim communications, respectively, for equities and mutual fund position data reported to Broadridge in both the current and prior year periods. Internal Trade Growth represents the estimated change in trade volumes for Broadridge securities processing clients whose contracts are linked to trade volumes and who were on Broadridge’s trading platforms in both the current and prior year periods. Record 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.
The key performance indicators for the three and nine months ended March 31, 2021, and 2020, are as follows:

Select Operating Metrics
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
Record Growth
   Equity proxy20 %%20 %%
   Mutual fund interims%— %%%
Internal Trade Growth12 %26 %16 %%

Results of Operations
The following discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the three and nine months ended March 31, 2021 compared to the three and nine months ended March 31, 2020. The Analysis of Condensed Consolidated Statements of Earnings should be read in conjunction with the Analysis of Reportable Segments, which provides a more detailed discussion concerning certain components of the Condensed Consolidated Statements of Earnings.
The following references are utilized in the discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments:
“Amortization of Acquired Intangibles and Purchased Intellectual Property” and “Acquisition and Integration Costs” represent certain non-cash amortization expenses associated with acquired intangible assets and purchased intellectual property assets, as well as certain transaction and integration costs associated with the Company’s acquisition activities, respectively.
“IBM Private Cloud Charges” represent a charge on the hardware assets transferred to International Business Machines Corporation (“IBM”) and other charges related to the information technology agreement for private cloud services (the “IBM Private Cloud Agreement”) between the Company and IBM.
“Real Estate Realignment and Covid-19 Related Expenses” represent costs associated with the Company's real estate realignment initiative, including lease exit and impairment charges and other facility exit costs, as well as certain expenses associated with the Covid-19 pandemic.
“Investment Gain” represents a non-operating, non-cash gain on a privately held investment.
“Software Charge” represents a charge related to an internal use software product that is no longer expected to be used.
“Loss on Acquisition-Related Financial Instrument” represents a non-operating loss on a financial instrument designed to minimize the Company's foreign exchange risk associated with the pending Itiviti Acquisition.
“Net New Business” refers to recurring revenue from Closed sales less recurring revenue from client losses.
The following definitions describe the Company’s Revenues:
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Fee revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity. In addition, the level of recurring and event-driven activity we process directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. 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. In addition, mutual fund communications consist of notices and marketing materials such as newsletters.
Equity Proxy Contests and Specials, Corporate Actions, and Other: The proxy services we provide in connection with shareholder meetings driven by special events such as proxy contests, mergers and acquisitions, and tender/exchange offers.
Event-driven fee revenues are based on the number of special events and corporate transactions we process. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven fee revenues. 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. For the nine months ended March 31, 2021, mutual fund proxy fee revenues were 82% greater compared to the nine months ended March 31, 2020. During fiscal year 2020, mutual fund proxy fee revenues were 35% lower than the prior fiscal year. Although it is difficult to forecast the levels of event-driven activity, we expect that the portion of fee revenues derived from mutual fund proxy activity may continue to experience volatility in the future.
Distribution revenues primarily include revenues related to the physical mailing of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as Matrix administrative services.
Distribution cost of revenues consists primarily of postage-related expenses incurred in connection with our Investor Communication Solutions segment, as well as Matrix administrative services expenses. These costs are reflected in Cost of revenues.
Closed sales represent an estimate of the expected annual recurring fee revenue for new client contracts that were signed by Broadridge in the current reporting period. Closed sales does not include event-driven or distribution activity. We consider contract terms, expected client volumes or activity, knowledge of the marketplace and experience with our clients, among other factors, when determining the estimate. Management uses Closed sales to measure the effectiveness of our sales and marketing programs, as an indicator of expected future revenues and as a performance metric in determining incentive compensation.
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.
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. For the fiscal year ended June 30, 2021, we are reporting Closed sales net of a 5.0% allowance adjustment. For the fiscal year ended June 30, 2020, we reported Closed sales net of a 4.0% 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. We assess this allowance amount at the end of each fiscal year to establish the appropriate allowance for the subsequent year using the trailing five years actual data as the starting point, normalized for outlying factors, if any, to enhance the accuracy of the allowance.
Closed sales for the three months ended March 31, 2021 were $45.6 million, an increase of $1.2 million or 3%, compared to $44.4 million for the three months ended March 31, 2020. Closed sales for the three months ended March 31, 2021 are net of an allowance adjustment of $2.4 million.
Closed sales for the nine months ended March 31, 2021 were $124.4 million, a decrease of $2.7 million or 2%, compared to $127.1 million for the nine months ended March 31, 2020. Closed sales for the nine months ended March 31, 2021 are net of an allowance adjustment of $6.5 million.
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Recent Developments
In March 2020, the World Health Organization declared the outbreak of Covid-19 as a pandemic, which continues to persist throughout the world including the U.S., India, Canada, Europe and other locations where we operate. To date, the Covid-19 pandemic has negatively impacted the global economy, created significant financial market volatility, disrupted global supply chains, and resulted in a significant number of deaths and infections worldwide. In response, several countries worldwide have enacted fiscal stimulus packages while central banks have increased monetary stimulus, both designed to help mitigate the negative macroeconomic effects of Covid-19. In addition, several national, state and local governments have placed restrictions on people from gathering in groups or interacting within a certain physical distance (i.e. social distancing) and in certain cases, have ordered businesses to close, limit operations or mandate that people stay at home.
The Company’s operations, both our Investor Communication Solutions and Global Technology and Operations segments, are critical components of the overall financial markets infrastructure in the U.S. and globally. As a result, we have been permitted to continue operating in all jurisdictions in which we conduct business (in most cases remotely), including in jurisdictions that have mandated the closure of certain businesses. Accordingly, the Company has taken several measures designed to protect the health of our employees and to minimize our operational disruption and resulting provision of services to our clients from the Covid-19 pandemic, including adopting strict social distancing and cleaning measures in our production facilities, taking the temperature of production-related employees in affected areas on a daily basis as a prerequisite to entering our facilities, load balancing of client jobs between various facilities, and instituting work from home protocols for employees not involved in production operations, amongst other measures.
In fiscal year 2021 to date, there has not been a material impact as a result of Covid-19 on our consolidated revenues and pre-tax income. In addition, all of our production-related facilities remain operational and are continuing to provide ongoing services to our clients. Further, we have not experienced any significant supply-chain issues as our critical vendors have also remained operational and continue to meet their on-going service level requirements. We continue to engage with our clients to assist with their service demands, including our clients’ needs for any supplemental operational services and/or changes to existing service requirements in response to the Covid-19 pandemic.
Notwithstanding the foregoing, we are unable to precisely predict the impact that Covid-19 will have in the future due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, actions that may be taken by governmental authorities, the impact to the business of our clients, and other factors identified in Part I, Item 1A. “Risk Factors” in our 2020 Annual Report. Given these uncertainties, Covid-19 could disrupt the business of certain of our clients, decrease our clients’ demand for our services, impact our business operations and our ability to execute on our associated business strategies and initiatives, and adversely impact our consolidated results of operations and/or our financial condition in the future. We will continue to closely monitor and evaluate the nature and extent of the impact of Covid-19 to our business, consolidated results of operations, and financial condition.
On August 5, 2020, the SEC proposed modifications to the mutual fund and exchange-traded fund disclosure framework (the “Proposal”). The Proposal calls for streamlined annual and semi-annual shareholder reports which would be the primary source of fund disclosure for existing investors. The Proposal also provides an optional method that would replace the requirement for funds to distribute an annual prospectus to existing shareholders and instead requires timely communication of material changes via supplemental communications. Adoption and implementation of the Proposal as proposed could have an impact on our services, business and financial results. We will closely monitor and evaluate the progress of the Proposal and its potential impact on our business. Please see our “Risk Factors” in Part I, Item 1A. of our 2020 Annual Report for more information.
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Analysis of Condensed Consolidated Statements of Earnings
Three Months Ended March 31, 2021 versus Three Months Ended March 31, 2020
The table below presents Condensed Consolidated Statements of Earnings data for the three months ended March 31, 2021 and 2020, and the dollar and percentage changes between periods:
Three Months Ended 
 March 31,
Change
20212020$%
(In millions, except per share amounts)
Revenues$1,389.8 $1,249.9 $139.8 11 
  Cost of revenues960.5 872.5 88.0 10 
  Selling, general and administrative expenses190.0 151.1 38.9 26 
       Total operating expenses1,150.6 1,023.7 126.9 12 
Operating income239.2 226.3 12.9 
Margin17.2 %18.1 %
Interest expense, net(11.8)(16.2)4.4 (27)
Other non-operating income (expenses), net(10.6)0.4 (11.0)NM
Earnings before income taxes216.9 210.5 6.4 
Provision for income taxes51.9 43.6 8.2 19 
Effective tax rate23.9 %20.7 %
Net earnings$165.0 $166.8 $(1.8)(1)
Basic earnings per share$1.42 $1.46 $(0.04)(3)
Diluted earnings per share$1.40 $1.43 $(0.03)(2)
Weighted average shares outstanding:
    Basic115.8 114.6 
    Diluted118.0 117.0 
NM - Not Meaningful

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Revenues
The table below presents Condensed Consolidated Statements of Earnings data for the three months ended March 31, 2021 and 2020, and the dollar and percentage changes between periods:

Three Months Ended 
 March 31,
Change
20212020$%
(In millions)
Recurring fee revenues$900.0 $834.5 $65.5 
Event-driven fee revenues73.8 39.1 34.7 89 
Distribution revenues449.1 412.1 37.0 
Foreign currency exchange(33.1)(35.8)2.7 (8)
       Total$1,389.8 $1,249.9 $139.8 11 
Points of Growth
Net New BusinessInternal GrowthAcquisitionsTotal
Recurring fee revenue Growth Drivers4pts3pts0pt%

Revenues increased $139.8 million, or 11%, to $1,389.8 million from $1,249.9 million.
Recurring fee revenues increased $65.5 million primarily due to growth from onboarding of new business and Internal Growth. Acquisitions contributed less than a point to growth. Internal Growth of 3pts was driven by ICS.
Event-driven fee revenues increased $34.7 million due to increased mutual fund proxy, contests and other communications.
Distribution revenues increased $37.0 million primarily due to the increase in the volume of event-driven communications.
Total operating expenses. Operating expenses increased $126.9 million, or 12%, to $1,150.6 million from $1,023.7 million as a result of an increase in both cost of revenues and selling, general and administrative expenses:
Cost of revenues - The increase of $88.0 million in cost of revenues primarily reflects (i) higher distribution cost of revenues driven by an increase in distribution revenues, (ii) higher proxy fulfillment expenses, (iii) higher performance-based compensation, and (iv) acquisition related expenses.
Selling, general and administrative expenses - The increase of $38.9 million in selling, general, and administrative expenses primarily reflects spend on growth and other initiatives, and higher performance-based compensation.
Interest expense, net. Interest expense, net was $11.8 million, a decrease of $4.4 million, from $16.2 million for the three months ended March 31, 2020. The decrease of $4.4 million was primarily due to a decrease in interest expense from lower average interest rates on borrowings and lower average debt outstanding.
Other non-operating income (expenses), net. Other non-operating expense, net for the three months ended March 31, 2021 was $10.6 million, compared to other non-operating income, net of $0.4 million for the three months ended March 31, 2020. The decrease of $11.0 million was primarily due to a loss on an acquisition-related foreign currency financial instrument in the current year period.
Provision for income taxes.
Effective tax rate for the three months ended March 31, 2021: 23.9%
Effective tax rate for the three months ended March 31, 2020: 20.7%

The increase in the effective tax rate for the three months ended March 31, 2021 was driven by the reduced impact of discrete tax items relative to pre-tax income in the current year period compared to the prior year period.

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Nine Months Ended March 31, 2021 versus Nine Months Ended March 31, 2020
The table below presents Condensed Consolidated Statements of Earnings data for the nine months ended March 31, 2021 and 2020, and the dollar and percentage changes between periods:
Nine Months Ended 
 March 31,
Change
20212020$%
(In millions, except per share amounts)
Revenues$3,462.1 $3,167.1 $295.0 
  Cost of revenues2,554.1 2,380.9 173.2 
  Selling, general and administrative expenses510.8 460.1 50.7 11 
       Total operating expenses3,064.8 2,841.0 223.8 
Operating income397.3 326.1 71.1 22 
Margin11.5 %10.3 %
Interest expense, net(37.3)(43.2)5.8 (14)
Other non-operating income (expenses), net(0.1)1.8 (1.9)(106)
Earnings before income taxes359.8 284.8 75.0 26 
Provision for income taxes72.7 52.0 20.8 40 
Effective tax rate20.2 %18.3 %
Net earnings$287.1 $232.8 $54.3 23 
Basic earnings per share$2.48 $2.03 $0.45 22 
Diluted earnings per share$2.44 $1.99 $0.45 23 
Weighted average shares outstanding:
    Basic115.6 114.6 
    Diluted117.7 117.1 


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Revenues
The table below presents Condensed Consolidated Statements of Earnings data for the nine months ended March 31, 2021 and 2020, and the dollar and percentage changes between periods:

Nine Months Ended 
 March 31,
Change
20212020$%
(In millions)
Recurring fee revenues$2,267.5 $2,106.1 $161.4 
Event-driven fee revenues164.5 110.3 54.2 49 
Distribution revenues1,126.0 1,042.4 83.6 
Foreign currency exchange(95.8)(91.6)(4.2)
       Total$3,462.1 $3,167.1 $295.0 
Points of Growth
Net New BusinessInternal GrowthAcquisitionsTotal
Recurring fee revenue Growth Drivers5pts2pts1pt%

Revenues increased $295.0 million, or 9%, to $3,462.1 million from $3,167.1 million.
Recurring fee revenues increased $161.4 million primarily due to growth from onboarding of new business, Internal Growth and the impact of acquisitions. Internal Growth of 2pts was driven by higher (i) ICS volume of equity proxy, mutual fund, and exchange-traded fund communications, and (ii) GTO, primarily higher equity trade volumes, partially offset by (iii) lower interest rates on cash balances we hold for retirement accounts and lower customer communication volumes.
Event-driven fee revenues increased $54.2 million due to increased mutual fund proxy and other communications.
Distribution revenues increased $83.6 million primarily due to the increase in the volume of regulatory and customer communications.
Total operating expenses. Operating expenses increased $223.8 million, or 8%, to $3,064.8 million from $2,841.0 million as a result of an increase in both cost of revenues and selling, general and administrative expenses:
Cost of revenues - The increase of $173.2 million in cost of revenues primarily reflects (i) higher distribution costs of revenues driven by an increase in distribution revenues, (ii) higher proxy fulfillment expenses, (iii) higher operating costs from acquisitions and related amortization expense, and (iv) costs associated with the Company's real estate realignment initiative, including lease exit and impairment charges and other facility exit costs.
Selling, general and administrative expenses - The increase of $50.7 million in selling, general, and administrative expenses primarily reflects (i) higher performance-based compensation, (ii) spend on growth and other initiatives, and (iii) the impact of acquisitions.
Interest expense, net. Interest expense, net was $37.3 million, a decrease of $5.8 million, from $43.2 million for the nine months ended March 31, 2020. The decrease of $5.8 million was primarily due to a decrease in interest expense from lower average interest rates on borrowings.
Other non-operating income (expenses), net. Other non-operating income (expense), net for the nine months ended March 31, 2021 was an expense of $0.1 million, compared to other non-operating income of $1.8 million for the nine months ended March 31, 2020. The decrease of $1.9 million was primarily due to a loss on an acquisition-related foreign currency financial instrument in the current year period, partially offset by higher gains on investments year-to-date, as compared to the prior year period.
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Provision for income taxes.
Effective tax rate for the nine months ended March 31, 2021: 20.2%
Effective tax rate for the nine months ended March 31, 2020: 18.3%

The increase in the effective tax rate for the nine months ended March 31, 2021 was driven by the reduced impact of discrete tax items relative to pre-tax income in the current year period compared to the prior year period.

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. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and the constant foreign currency exchange rates used for internal management reporting.
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.
Revenues
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
ChangeChange
20212020$%20212020$%
(In millions)
Investor Communication Solutions$1,109.3 $980.2 $129.1 13 $2,646.0 $2,398.4 $247.6 10 
Global Technology and Operations313.5 305.5 8.0 911.9 860.3 51.5 
Foreign currency exchange(33.1)(35.8)2.7 (8)(95.8)(91.6)(4.2)
       Total$1,389.8 $1,249.9 $139.8 11 $3,462.1 $3,167.1 $295.0 

Earnings Before Income Taxes
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
ChangeChange
20212020$%20212020$%
(In millions)
Investor Communication Solutions$219.0 $159.2 $59.8 38 $314.1 $204.3 $109.8 54 
Global Technology and Operations61.7 67.4 (5.7)(8)192.0 172.9 19.1 11 
Other(66.8)(17.8)(49.0)NM(159.2)(107.1)(52.1)49 
Foreign currency exchange2.9 1.6 1.3 81 12.9 14.6 (1.7)(12)
       Total$216.9 $210.5 $6.4 $359.8 $284.8 $75.0 26 
NM - Not Meaningful
41


Investor Communication Solutions
Revenues for the three months ended March 31, 2021 increased $129.1 million to $1,109.3 million from $980.2 million, and earnings before income taxes increased $59.8 million to $219.0 million from $159.2 million.
Revenues for the nine months ended March 31, 2021 increased $247.6 million to $2,646.0 million from $2,398.4 million, and earnings before income taxes increased $109.8 million to $314.1 million from $204.3 million.
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
ChangeChange
20212020$%20212020$%
(In millions)
Revenues
Recurring fee revenues$586.5$529.0$57.5 11 $1,355.6$1,245.8$109.8 
Event-driven fee revenues73.839.134.7 89 164.5110.354.2 49 
Distribution revenues449.1412.137.0 1,126.01,042.483.6 
       Total$1,109.3$980.2$129.1 13 $2,646.0$2,398.4$247.6 10 
Earnings Before Income Taxes
Earnings before income taxes$219.0$159.2$59.8 38 $314.1$204.3$109.8 54 
Pre-tax Margin19.7 %16.2 %11.9 %8.5 %
Points of GrowthPoints of Growth
Net New BusinessInternal GrowthAcquisitionsTotalNet New BusinessInternal GrowthAcquisitionsTotal
Recurring fee revenue Growth Drivers5pts5pts1pt11 %5pts2pts2pts%
For the three months ended March 31, 2021:
Recurring fee revenues grew 11% driven primarily by Net New Business and Internal Growth. Internal Growth benefited from higher volume of equity proxy, mutual fund, and exchange-traded fund communications partially offset by lower customer communication volumes and lower interest rates on cash balances we hold for retirement accounts. Acquisitions also contributed 1pt to growth.
Event-driven fee revenues grew 89% due to increased mutual fund proxy, contests and other communications.
Higher distribution revenues resulted primarily from the increase in the volume of event-driven communications.
The earnings increase was primarily due to the increase in recurring and event-driven fee revenues.
Pre-tax margins increased by 3.5 percentage points to 19.7% from 16.2%.
For the nine months ended March 31, 2021:
Recurring fee revenues grew 9% driven by Net New Business, Internal Growth and the impact of acquisitions. Internal Growth benefited from higher volume of equity proxy, mutual fund and exchange-traded fund communications, partially offset by lower interest rates on cash balances we hold for retirement accounts and lower customer communication volumes.
Event-driven fee revenues grew 49% due to increased mutual fund proxy and other communications.
Higher distribution revenues resulted primarily from the increase in the volume of regulatory and customer communications.
The earnings increase was primarily due to the increase in recurring and event-driven fee revenues.
Pre-tax margins increased by 3.4 percentage points to 11.9% from 8.5%.
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Global Technology and Operations
Revenues for the three months ended March 31, 2021 increased $8.0 million to $313.5 million from $305.5 million, and earnings before income taxes decreased $5.7 million to $61.7 million from $67.4 million.
Revenues for the nine months ended March 31, 2021 increased $51.5 million to $911.9 million from $860.3 million, and earnings before income taxes increased $19.1 million to $192.0 million from $172.9 million.
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
ChangeChange
20212020$%20212020$%
(In millions)
Revenues
Recurring fee revenues$313.5$305.5$8.0 $911.9$860.3$51.5 
Earnings Before Income Taxes
Earnings before income taxes$61.7$67.4$(5.7)(8)$192.0$172.9$19.1 11 
Pre-tax Margin19.7 %22.1 %21.1 %20.1 %
Points of GrowthPoints of Growth
Net New BusinessInternal GrowthAcquisitionsTotalNet New BusinessInternal GrowthAcquisitionsTotal
Recurring fee revenue Growth Drivers3pts(1)pt0pt%4pts1pt1pt%
For the three months ended March 31, 2021:
Recurring fee revenues grew 3% driven primarily by Net New Business. Internal growth was impacted by higher equity trading volumes offset by lower license sales.
The earnings decrease was driven by higher expenses related to client conversions and spending on growth initiatives. Pre-tax margins decreased by 2.4 percentage points to 19.7% from 22.1%.
For the nine months ended March 31, 2021:
Recurring fee revenues grew 6% driven primarily by Net New Business and higher equity trading volumes. Acquisitions contributed 1 point to growth.
The earnings increase was driven by higher organic revenues. Expense growth was driven by (i) spend on growth initiatives, (ii) onboarding of new business and (iii) recent acquisitions, which more than offset (iv) a decline in other expenses. Pre-tax margins increased by 1.0 percentage points to 21.1% from 20.1%.
Other
Loss before income taxes was $66.8 million for the three months ended March 31, 2021, an increase of $49.0 million compared to $17.8 million for the three months ended March 31, 2020.
The increased loss before income taxes was primarily due to (i) higher acquisition-related costs associated with the pending Itiviti Acquisition, (ii) higher performance-based compensation expense, and (iii) spend on growth and other initiatives.
Loss before income taxes was $159.2 million for the nine months ended March 31, 2021, an increase of $52.1 million, or 49%, compared to $107.1 million for the nine months ended March 31, 2020.
The increased loss before income taxes was primarily due to (i) costs associated with the Company's real estate realignment initiative, including lease exit and impairment charges and other facility exit costs of $33.0 million, (ii) higher performance-based compensation expense, (iii) higher acquisition-related costs associated with the pending Itiviti Acquisition, and (iv) certain expenses associated with the Covid-19 pandemic, partially offset by (v) charges associated with the IBM Private Cloud Agreement that occurred in the prior year period.

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Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures
The Company’s results in this Quarterly Report on Form 10-Q are presented in accordance with U.S. 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, and Free cash flow. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.
The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.
Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share
These Non-GAAP measures reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, each as adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items: (i) Amortization of Acquired Intangibles and Purchased Intellectual Property, (ii) Acquisition and Integration Costs, (iii) IBM Private Cloud Charges, (iv) Real Estate Realignment and Covid-19 Related Expenses, (v) Investment Gain, (vi) Software Charge and (vii) Loss on Acquisition-Related Financial Instrument. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company's acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. IBM Private Cloud Charges represent a charge on the hardware assets transferred to IBM and other charges related to the IBM Private Cloud Agreement. Real Estate Realignment and Covid-19 Related Expenses represent costs associated with the Company’s real estate realignment initiative, including lease exit and impairment charges and other facility exit costs, as well as certain expenses associated with the Covid-19 pandemic. The Covid-19 Related Expenses are direct expenses incurred by the Company to protect the health and safety of Broadridge associates, including the cost of personal protective equipment, enhanced cleaning measures in our facilities and other safety related expenses. Investment Gain represents a non-operating, non-cash gain on a privately held investment. Software Charge represents a charge related to an internal use software product that is no longer expected to be used. Loss on Acquisition-Related Financial Instrument represents a non-operating loss on a financial instrument designed to minimize the Company's foreign exchange risk associated with the pending Itiviti Acquisition.
We exclude Acquisition and Integration Costs, IBM Private Cloud Charges, Real Estate Realignment and Covid-19 Related Expenses, the Investment Gain, the Software Charge and the Loss on Acquisition-Related Financial Instrument from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance. We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
Free Cash Flow
In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities plus Proceeds from asset sales, less Capital expenditures as well as Software purchases and capitalized internal use software.            
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Set forth below is a reconciliation of such Non-GAAP measures to the most directly comparable GAAP measures (unaudited):
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
(In millions)
Operating income (GAAP)$239.2 $226.3 $397.3 $326.1 
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property31.9 32.5 96.8 90.9 
       Acquisition and Integration Costs9.2 3.0 11.6 9.0 
       IBM Private Cloud Charges— 0.2 — 33.6 
       Real Estate Realignment and Covid-19 Related Expenses (a)3.3 — 41.1 — 
       Software Charge— — 6.0 — 
Adjusted Operating income (Non-GAAP)$283.6 $262.1 $552.7 $459.6 
Operating income margin (GAAP)17.2 %18.1 %11.5 %10.3 %
Adjusted Operating income margin (Non-GAAP)20.4 %21.0 %16.0 %14.5 %

Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
(In millions)
Net earnings (GAAP)$165.0 $166.8 $287.1 $232.8 
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property31.9 32.5 96.8 90.9 
       Acquisition and Integration Costs9.2 3.0 11.6 9.0 
       IBM Private Cloud Charges— 0.2 — 33.6 
       Real Estate Realignment and Covid-19 Related Expenses (a)3.3 — 41.1 — 
       Investment Gain— — (8.7)— 
       Software Charge— — 6.0 — 
       Loss on Acquisition-Related Financial Instrument9.6 — 9.6 — 
            Subtotal of adjustments54.0 35.8 156.3 133.5 
       Tax impact of adjustments (b)(10.9)(7.6)(35.0)(29.0)
Adjusted Net earnings (Non-GAAP)$208.1 $195.0 $408.4 $337.3 

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Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
Diluted earnings per share (GAAP)$1.40 $1.43 $2.44 $1.99 
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property0.27 0.28 0.82 0.78 
       Acquisition and Integration Costs0.08 0.03 0.10 0.08 
       IBM Private Cloud Charges— — — 0.29 
       Real Estate Realignment and Covid-19 Related Expenses (a)0.03 — 0.35 — 
       Investment Gain— — (0.07)— 
       Software Charge— — 0.05 — 
       Loss on Acquisition-Related Financial Instrument0.08 — 0.08 — 
            Subtotal of adjustments0.46 0.31 1.33 1.14 
       Tax impact of adjustments (b)(0.09)(0.07)(0.30)(0.25)
Adjusted earnings per share (Non-GAAP)$1.76 $1.67 $3.47 $2.88 
(a) Includes approximately $0.4 million and $15.6 million of Fixed Operating Lease Cost for the three and nine months ending March 31, 2021, respectively.
(b) Calculated using the GAAP effective tax rate, adjusted to exclude $1.7 million and $14.6 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2021, respectively, and $1.9 million and $9.9 million of excess tax benefits associated with stock-based compensation for the three and nine months ended March 31, 2020, respectively. The tax impact of adjustments also excludes approximately $8.5 million of Acquisition and Integration Costs for the three and nine months ended March 31, 2021, which are not tax-deductible. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.

Nine Months Ended 
 March 31,
20212020
(In millions)
Net cash flows provided by operating activities (GAAP)$189.5 $155.6 
Capital expenditures and Software purchases and capitalized internal use software(71.2)(73.5)
Proceeds from asset sales18.0 — 
     Free cash flow (Non-GAAP)$136.3 $82.2 

Financial Condition, Liquidity and Capital Resources
Cash and cash equivalents consisted of the following:
March 31, 2021June 30, 2020
(In millions)
Cash and cash equivalents:
Domestic cash$142.7 $291.2 
Cash held by foreign subsidiaries154.5 118.6 
Cash held by regulated entities58.5 66.8 
     Total cash and cash equivalents$355.8 $476.6 

At March 31, 2021, Cash and cash equivalents were $355.8 million and Total stockholders’ equity was $1,589.3 million. At the current time, and in future periods, we expect cash generated by our operations, together with existing cash, cash equivalents, and borrowings from the capital markets, to be sufficient to cover cash needs for working capital, capital
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expenditures, strategic acquisitions, dividends and common stock repurchases. Given the volatility in the rapidly changing market and economic conditions related to the Covid-19 pandemic, we will continue to evaluate the nature and extent of the impact of the Covid-19 pandemic on our business and financial position.
We expect existing domestic cash, cash equivalents, cash flows from operations and borrowing capacity to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as regular quarterly dividends, debt repayment schedules, and material capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. In addition, we expect existing foreign cash, cash equivalents, cash flows from operations and borrowing capacity to continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. If these funds are needed for our operations in the U.S., we may be required to pay additional foreign taxes to repatriate these funds. 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.
Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows:
Expiration
Date
Principal amount outstanding at March 31, 2021Carrying value at March 31, 2021Carrying value at June 30, 2020Unused
Available
Capacity
Fair Value at March 31, 2021
(In millions)
Current portion of long-term debt
       Fiscal 2014 Senior Notes (a)September 2020$— $— $399.9 $— $— 
            Total$— $— $399.9 $— $— 
Long-term debt, excluding current portion
Fiscal 2019 Revolving Credit Facility:
       U.S. dollar trancheMarch 2024$375.0 $375.0 $— $725.0 $375.0 
       Multicurrency trancheMarch 2024133.8 133.8 149.8 266.2 133.8 
             Total Revolving Credit Facility508.8 508.8 149.8 991.2 508.8 
Fiscal 2016 Senior NotesJune 2026500.0 496.6 496.1 — 542.4 
Fiscal 2020 Senior NotesDecember 2029750.0 742.3 741.7 — 768.9 
             Total Senior Notes1,250.0 1,238.9 1,237.8 — 1,311.4 
Fiscal 2021 Term Loans (b)— (9.9)— 2,550.0 — 
             Total long-term debt$1,758.8 $1,737.7 $1,387.6 $3,541.2 $1,820.1 
             Total debt$1,758.8 $1,737.7 $1,787.5 $3,541.2 $1,820.1 
_________
(a) On September 1, 2020, the Company repaid in full the $400.0 million in Fiscal 2014 Senior Notes that were outstanding at their maturity date.
(b) In March 2021, the Company entered into a term credit agreement (“Term Credit Agreement”) providing for term loan commitments in an aggregate principal amount of $2.55 billion. The proceeds of the Fiscal 2021 Term Loans will be used by the Company to solely finance the Itiviti Acquisition and pay certain associated fees and expenses. The Company expects to borrow the Loans on or shortly prior to the date of the Itiviti Acquisition is to be consummated (the “Itiviti Closing Date”). The Company expects to borrow the full $2.55 billion amount under the Loans in the Company’s fourth quarter of fiscal year 2021 prior to the Itiviti Closing Date.
Future principal payments on our outstanding debt are as follows:
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Years ending June 30,20212022202320242025ThereafterTotal
(In millions)$— $— $— $508.8 $— $1,250.0 $1,758.8 

We have a $1.5 billion five-year revolving credit facility (the “Fiscal 2019 Revolving Credit Facility”), which is comprised of a $1.1 billion U.S. dollar tranche and $400.0 million multicurrency tranche. Borrowings under the Fiscal 2019 Revolving Credit Facility bear interest at LIBOR plus 101.5 basis points. In addition, the Fiscal 2019 Revolving Credit Facility has an annual facility fee equal to 11.0 basis points on the entire facility.
The Fiscal 2019 Revolving Credit Facility and the senior notes are senior unsecured obligations of the Company and are ranked equally in right of payment. Interest on the senior notes due 2026 is payable semiannually on June 27th and December 27th each year based on a fixed per annum rate equal to 3.40%. Interest on the senior notes due 2029 is payable semiannually on June 1st and December 1st each year based on a fixed per annum rate equal to 2.90%.
In April 2021, the Company entered into an amended and restated $1.5 billion five-year revolving credit facility, which replaces the Fiscal 2019 Revolving Credit Facility. See Note 17, “Subsequent Events” to our Condensed Consolidated Financial Statements.
Our liquidity position may be negatively affected by changes in general economic conditions, regulatory requirements and access to the capital markets, which may be limited if we were to fail to renew any of the credit facilities on their renewal dates or if we were to fail to meet certain ratios.
Please refer to Note 10, “Borrowings” to our Condensed Consolidated Financial Statements in Item 1. of Part I of this Quarterly Report on Form 10-Q for a more detailed discussion.
Cash Flows
Nine Months Ended 
 March 31,
Change
20212020$
(In millions)
Net cash flows provided by operating activities$189.5 $155.6 $33.9 
Net cash flows used in investing activities$(65.0)$(427.9)$362.9 
Net cash flows provided by (used in) financing activities$(255.1)$401.6 $(656.7)
Free cash flow:
Net cash flows provided by operating activities (GAAP)$189.5 $155.6 $33.9 
Capital expenditures and Software purchases and capitalized internal use software(71.2)(73.5)2.2 
Proceeds from asset sales18.0 — 18.0 
     Free cash flow (Non-GAAP)$136.3 $82.2 $54.1 

The increase in cash provided by operating activities of $33.9 million in the nine months ended March 31, 2021, as compared to the nine months ended March 31, 2020, was primarily due to higher net earnings and lower cash used in working capital, partially offset by increased scaling of client-related platform implementation and development as compared to the prior year period.
The decrease in cash used in investing activities of $362.9 million in the nine months ended March 31, 2021, as compared to the nine months ended March 31, 2020, primarily reflects no acquisition activity in the current year period compared to the prior year period.
The increase in cash used in financing activities of $656.7 million in the nine months ended March 31, 2021, as compared to the nine months ended March 31, 2020, primarily reflects higher borrowings net of repayments and higher treasury stock repurchases in the prior year period as compared to the current year period.
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Seasonality
Processing and distributing proxy materials and annual reports to investors comprises a large portion of our Investor Communication Solutions business. We process and distribute the greatest number of proxy materials and annual reports during our third and fourth fiscal quarters. The recurring periodic activity of this business is linked to significant filing deadlines imposed by law on public reporting companies. This has caused our revenues, operating income, net earnings, and cash flows from operating activities to be higher in our third and fourth fiscal quarters. Notwithstanding, the seasonality of our revenues makes it difficult to estimate future operating results based on the results of any specific fiscal quarter and could affect an investor’s ability to compare our financial condition, results of operations, and cash flows on a fiscal quarter-by-quarter basis.
Contractual Obligations
In March 2010, the Company and IBM entered into an Information Technology Services Agreement (the “IT Services Agreement”), under which IBM provided certain aspects of the Company’s information technology infrastructure. Under the IT Services Agreement, IBM provided a broad range of technology services to the Company including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services. The migration of data center processing to IBM was completed in August 2012. The IT Services Agreement would have expired on June 30, 2022, but a two-year extension was signed in March 2015, amending the expiration date to June 30, 2024. In December 2019, the Company and IBM amended and restated the IT Services Agreement (the “Amended IT Services Agreement”), which now expires on June 30, 2027. The Company has the option of incorporating additional services into the Amended IT Services Agreement over time. The Company may renew the term of the Amended IT Services Agreement for up to one additional 12-month period. Fixed minimum commitments remaining under the Amended IT Services Agreement at March 31, 2021 are $208.9 million through fiscal year 2027, the final year of the Amended IT Services Agreement.
In December 2019, the Company entered into the IBM Private Cloud Agreement under which IBM will operate, manage and support the Company’s private cloud global distributed platforms and products, and operate and manage certain Company networks. The IBM Private Cloud Agreement has an initial term of approximately 10 years and three months, expiring on March 31, 2030. As a result of the IBM Private Cloud Agreement, the Company transferred certain of its employees in April 2020 to IBM and its affiliates, and that such transferred employees are expected to continue providing services to the Company on behalf of IBM under the IBM Private Cloud Agreement. Pursuant to the IBM Private Cloud Agreement, the Company agreed to transfer the ownership of certain Company-owned hardware (the “Hardware”) located at Company facilities worldwide to IBM. The transfer of the Hardware to IBM closed on September 30, 2020 for a selling price of $18.0 million. Fixed minimum commitments remaining under the IBM Private Cloud Agreement at March 31, 2021 are $220.8 million through March 31, 2030, the final year of the contract.
In March 2014, the Company and IBM United Kingdom Limited (“IBM UK”) entered into an Information Technology Services Agreement (the “EU IT Services Agreement”), under which IBM UK provides data center services supporting the Company’s technology outsourcing services for certain clients in Europe and Asia. The EU IT Services Agreement would have expired in October 2023. In December 2019, the Company amended the existing EU IT Services Agreement whereby the Company will migrate from the existing dedicated on-premise solution to a managed Broadridge private cloud environment provided by IBM, as well as extended the term of the EU IT Services Agreement to June 2029 (the “Amended EU IT Services Agreement”). The Company has the right to renew the term of the Amended EU IT Services Agreement for up to one additional 12-month period or one additional 24-month period. Fixed minimum commitments remaining under the Amended EU IT Services Agreement at March 31, 2021 are $27.6 million through fiscal year 2029, the final year of the contract.
In March 2021, we signed the share purchase agreement to acquire 100% of the equity shares of Itiviti (the “Share Purchase Agreement”). The total purchase price is payable in a combination of currencies approximately equivalent to $2.5 billion in cash, subject to customary closing adjustments. The acquisition is subject to customary closing conditions and regulatory approval and is expected to close in the fourth quarter of Fiscal Year 2021. Upon closing of the acquisition, the acquired net assets will be recorded at estimated fair value in accordance with the purchase method of accounting and the results of operations of the acquired business will be included in the results of operations of the Global Technology and Operations segment.
The Company has an equity investment that is a variable interest in a variable interest entity, the Company is not the primary beneficiary and therefore does not consolidate the investee. The Company’s potential maximum loss exposure related to this unconsolidated investment totaled $19.7 million as of December 31, 2020, which represents the carrying value of our investment and is recorded in Other non-current assets in the Company’s Condensed Consolidated Balance Sheets. In addition, as of December 31, 2020, the Company has a future commitment to fund this investee for up to an additional $14.0 million if certain future funding milestones are met. Additional funding provided by the Company to the investee as a result of meeting the future funding milestones would increase the Company’s corresponding potential maximum loss exposure by that amount.
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In addition, as of March 31, 2021, the Company also has a future commitment to fund $2.4 million to one of the Company’s other investees.
Fixed Operating Lease Cost
Fixed operating lease cost for the three and nine months ending March 31, 2021 and March 31, 2020 are as follows:
Three Months Ended 
 March 31,
Nine Months Ended 
 March 31,
2021202020212020
(In millions)
Fixed Operating Lease Cost$10.3 $11.3 $45.1 $29.4 

Other Commercial Agreements
Certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks. There were no outstanding borrowings under these lines of credit at March 31, 2021.
Off-balance Sheet Arrangements
It is not the Company’s business practice to enter into off-balance sheet arrangements. However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations and cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company was not a party to any derivative financial instruments at June 30, 2020. In connection with the pending Itiviti Acquisition, in March 2021 the Company entered into two derivative instruments designed to mitigate the Company’s potential exposure to the impact of (i) changes in foreign exchange rates on the Itiviti Acquisition purchase consideration, and (ii) changes in interest rates on a portion of the Company’s expected long-term transaction financing.

The Company executed a forward foreign exchange derivative (“Forward”) with an aggregate notional amount of EUR 1.955 billion. The Forward acts as an economic hedge against the impact of changes in the Euro on the Company’s purchase consideration for the pending Itiviti Acquisition. The Company has recorded changes in fair value of the Forward as part of Other non-operating income (expenses), net in the Condensed Consolidated Statement of Earnings. At March 31, 2021, the Company’s position on the Forward was a liability $9.6 million, and is recorded as part of Payables and accrued expenses on the Condensed Consolidated Balance Sheets. The Forward is expected to be settled in the Company’s fourth quarter of fiscal year 2021.

Also, the Company executed a forward treasury lock agreement (“Treasury Lock”), designated as a cash flow hedge, in the aggregate notional amount of $1.0 billion to manage exposure to fluctuations in the benchmark interest rate in anticipation of a possible issuance of fixed rate debt to pay down a portion of the Term Credit Agreement, which will be drawn to acquire Itiviti. Accordingly, changes in the fair value of the Treasury Lock are recorded as part of Other comprehensive income (loss), net each period until the Treasury Lock is settled, after which the final settlement gain or loss will be reclassified into Interest expense, net ratably over the expected term of the associated financing. At March 31, 2021, the Company’s position on the Treasury Lock was an asset of $7.8 million, and is recorded as part of Other current assets on the Condensed Consolidated Balance Sheets with the offsetting amount recorded as part of accumulated other comprehensive income/(loss), net of tax. Based on the current fair value of the Treasury Lock at March 31, 2021 and the Company’s expected settlement of the Treasury Lock in the fourth quarter of fiscal year 2021, the estimated amount of the existing gain that would be reclassified into earnings before income taxes within the next twelve months is approximately $0.6 million.
Recently-issued Accounting Pronouncements
Please refer to Note 2, “New Accounting Pronouncements” to our Condensed Consolidated Financial Statements under Item 1. of Part I of this Quarterly Report on Form 10-Q, for a discussion on the impact of new accounting pronouncements.
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Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Other than the Forward and the Treasury Lock derivatives described above, there have been no other material changes to the quantitative and qualitative disclosures about market risk previously disclosed in Item 7A of our 2020 Annual Report.
Item 4.    CONTROLS AND PROCEDURES
Management’s Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2021. The Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of March 31, 2021 were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1.    LEGAL PROCEEDINGS
In the normal course of business, the Company is subject to claims and litigation. While the outcome of any claim or litigation is inherently unpredictable, the Company believes that the ultimate resolution of these matters will not, individually or in the aggregate, result in a material impact on its financial condition, results of operations, or cash flows.
Item 1A. RISK FACTORS

In addition to the risk set forth below and the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the “Risk Factors” disclosed under Item 1A. to Part I in our 2020 Annual Report. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There have been no material changes to the risk factors we have disclosed in the “Risk Factors” section of our 2020 Annual Report other than the risks set forth below.

We may be unable to complete the Itiviti Acquisition, or may not consummate it on the terms of the Share Purchase Agreement.

In March 2021, the Company signed the Share Purchase Agreement. Although the Itiviti Acquisition is expected to close in the fourth quarter of fiscal year 2021, the consummation of the transaction is subject to certain regulatory and other closing conditions, which makes its completion and timing uncertain. Accordingly, there can be no assurance that the Itiviti Acquisition will be consummated on the anticipated schedule or at all.

If the Itiviti Acquisition is not completed, we will nevertheless have costs and expenses (financial and otherwise) related to the Itiviti Acquisition without realizing any benefit from the Itiviti Acquisition, including such costs and expenses as:
• legal, accounting, financial advisory and printing fees and other fees and expenses relating to the Itiviti Acquisition; and    
• time and resources committed by our management to matters relating to the Itiviti Acquisition that could otherwise have been devoted to pursuing other beneficial opportunities.

We may fail to realize all of the anticipated benefits of the proposed Itiviti Acquisition, or those benefits may take longer to realize than expected.

The success of the proposed Itiviti Acquisition will depend, in part, on our ability to realize the anticipated benefits and cost savings (including our targeted revenue synergies) from combining Broadridge’s and Itiviti’s businesses. The anticipated benefits and cost savings (including our targeted revenue synergies) of the Itiviti Acquisition may not be realized fully or at all, may take longer to realize than expected, may require more non-recurring costs and expenditures to realize than expected or could have other adverse effects that we do not currently foresee. Some of the assumptions that we have made such as with respect to anticipated revenue synergies or the costs associated with realizing such synergies, significant long-term cash flow generation, and the continuation of our investment grade credit profile, may not be realized. The integration process may, for each of Broadridge and Itiviti, result in the loss of key employees, the disruption of ongoing business or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the Itiviti Acquisition that were not discovered in the course of performing due diligence.

Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases 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 third fiscal quarter ended March 31, 2021:
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PeriodTotal Number of Shares Purchased (1)Average Price
Paid per Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plans or Programs (2)
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
January 1, 2021 - January 31, 2021607 $141.31 — 9,586,545 
February 1, 2021 - February 28, 20211,423 142.49 — 9,586,545 
March 1, 2021 - March 31, 2021— — — 9,586,545 
Total2,030 $142.14 — 
_____________
(1)Represents shares purchased from employees to pay taxes related to the vesting of restricted stock units.
(2)During the fiscal quarter ended March 31, 2021, the Company did not repurchase shares of common stock under its share repurchase program. At March 31, 2021, the Company had 9.6 million shares available for repurchase under its share repurchase program. Any share repurchases will be made in the open market or privately negotiated transactions in compliance with applicable legal requirements and other factors.

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Item 6.    EXHIBITS
The following exhibits are being filed as part of this Quarterly Report on Form 10-Q:
101The following financial statements from the Broadridge Financial Solutions, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in eXtensible Business Reporting Language (XBRL): (i) condensed consolidated statements of earnings for the three and nine months ended March 31, 2021 and 2020, (ii) condensed consolidated statements of comprehensive income for the three and nine months ended March 31, 2021 and 2020, (iii) condensed consolidated balance sheets as of March 31, 2021 and June 30, 2020, (iv) condensed consolidated statements of cash flows for the nine months ended March 31, 2021 and 2020, (v) condensed consolidated statements of stockholders’ equity for the three and nine months ended March 31, 2021 and 2020, and (vi) the notes to the condensed consolidated financial statements. XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned hereunto duly authorized.
BROADRIDGE FINANCIAL SOLUTIONS, INC.
Date: May 4, 2021By:/s/ Edmund Reese
Edmund Reese
Corporate Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)

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