Broadridge Financial Solutions Inc.

02/03/2026 | Press release | Distributed by Public on 02/03/2026 11:16

Quarterly Report for Quarter Ending December 31, 2025 (Form 10-Q)

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. Certain information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words such as "expects," "assumes," "projects," "anticipates," "estimates," "we believe," "could be," "on track" and other words of similar meaning, are forward-looking statements. 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. Our actual results, performance or achievements may differ materially from the results discussed in this Item 2. because of various factors, including those set forth elsewhere herein. See "Note about forward-looking statements" and "Risk Factors" included in this Quarterly Report on Form 10-Q.
Overview
Broadridge, a Delaware corporation, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers, public companies, investors and mutual funds. Our services include investor communications, securities processing, data and analytics, and customer communications solutions. With over 60 years of experience, including over 15 years as an independent public company, we provide 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 businesses operate in two reportable segments: Investor Communication Solutions ("ICS") and Global Technology and Operations ("GTO").
ACQUISITIONS
We frequently review our businesses to ensure we have the necessary assets to execute our strategy. We expect to acquire businesses when we identify a compelling strategic need, such as a product, service or technology that helps meet client demand, a way to achieve business scale that enables competition and operational efficiency, or similar considerations. The results of operations for acquired businesses are included in our consolidated results from the respective dates of acquisition.
Acquisitions of Businesses
In September 2025, the Company acquired LDI-MAP, LLC ("iJoin"), a retirement plan technology provider specializing in participant onboarding, engagement, and analytics solutions for the retirement industry.iJoin is included in the Company's ICS reportable segment. In August 2025, the Company acquired Signal Agency Ltd. ("Signal"), a UK-based provider of design, technology and consulting services that support omni-channel communications for financial services and other firms. Signal is included in the Company's ICS reportable segment. We acquired these businesses for an aggregate purchase price of $70.5 million, net of cash acquired.
In January 2026, Broadridge acquired Acolin Group Holdco Limited ("Acolin"). Acolin is a European provider of cross-border fund distribution and regulatory services. The total purchase price was approximately $70.1 million plus an additional contingent consideration liability. Acolin will be included in the Company's ICS reportable segment.
Investor Communication Solutions
We provide the following governance and communications solutions through our Investor Communication Solutions business segment: Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions.
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. In addition to proxy services, Broadridge also provides regulatory communications solutions that enable global asset managers to communicate with large audiences of investors efficiently and reliably by centralizing all investor communications through one resource. Through its Fund Communication Solutions business, Broadridge provides fund managers with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance, and disseminate information across multiple jurisdictions. Broadridge also provides a range of other regulatory communications solutions, including reorganization communications notifying investors of U.S. reorganizations or corporate action events such as tender offers, mergers and acquisitions, bankruptcies, and global class action services for the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products.
For asset managers and retirement service providers, we offer data-driven solutions and an end-to-end platform for content management, composition, and omni-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. We also provide fiduciary-focused learning and development, software and technology, and data and analytics services to advisors, institutions and asset managers across the retirement and wealth ecosystem. Through our Retirement and Workplace business ("Broadridge Retirement and Workplace"), we provide automated mutual fund and exchange-traded funds trade processing services for financial institutions who submit trades on behalf of their clients such as qualified and non-qualified retirement plans and individual wealth accounts. In addition, our marketing and transactional communications solutions provide a content management and omni-channel distribution platform for marketing and sales communications for asset managers, insurance providers and retirement service providers.
In addition, we provide a range of corporate solutions that revolve around shareholder meetings and proxy, corporate governance and sustainability, regulatory filings and disclosure, and stock transfer services. Our services provide corporate issuers a single source solution that spans the entire corporate disclosure and shareholder communications and corporate disclosure lifecycle. Our shareholder meetings and proxy services and corporate governance and sustainability governance and communications services include a full suite of annual meeting and shareholder engagement solutions which include proxy services, virtual shareholder meeting services, shareholder engagement, and governance and sustainability services. We also offer regulatory filings and disclosure solutions, including annual SEC filing services and capital markets transaction services, and provides registrar, stock transfer and record-keeping services through its transfer agency services.
We provide omni-channel customer communications solutions, that include print and digital solutions, to modernize technology infrastructures, simplify communications processes, accelerate digital adoption and improve the customer experience. Through one point of integration, the Broadridge Communications CloudSMplatform helps companies create, deliver, and manage their communications and customer engagement. The platform includes data-driven composition tools, identity and preference management, omni-channel optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.
Global Technology and Operations
Our Global Technology and Operations business provides mission-critical, scale infrastructure to the global financial markets. As a leading software as a service ("SaaS") provider, we offer capital markets, wealth and investment management firms modern technology to enable growth, simplify their technology stacks and mutualize costs. Our highly scalable, resilient, component-based platform automate the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services. Our Wealth Management business provides solutions for advisors and investors and also streamlines back and middle-office operations for broker-dealers by providing systems for critical post-trade activities, including books and records, transaction processing, clearance and settlement, and reporting. Our Investment Management business provides portfolio and order management solutions for traditional and alternative asset managers, which bring insights into trading, portfolio construction, risk and analytics. Our solutions connect asset managers to a global network of broker-dealers for trade execution and post-trade matching and confirmation. In addition, we provide business process outsourcing services for its buy and sell-side clients' businesses. These services combine Broadridge's technology with its operations expertise to support the entire trade lifecycle, including securities clearing and settlement, reconciliations, record-keeping, wealth management asset servicing, and custody-related functions.
For capital markets firms, we provide a set of multi-asset, multi-entity, and multi-currency post-trade and trading and connectivity solutionsthat support processing of securities transactions in equities, options, fixed income securities, foreign exchange, exchange-traded derivatives, and mutual funds. Largely provided on a SaaS basis within large user communities, our technology is a global solution, processing trades, clearance and settlement in over 90 markets. Our solutions enable global capital markets firms to access market liquidity, drive more effective market making and efficient front-to-back trade processing. Through Broadridge Trading and Connectivity Solutions, we offer a set of global front-office trade order and execution management systems and connectivity solutions that enable market participants to connect and trade. The combination of the front-office solutions from the 2021 acquisition of Itiviti Holding AB ("Itiviti") and our post-trade product suite and other capital markets capabilities enables our clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes.
Our Wealth Management business delivers front-to-back technology solutions and other 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 technology solutions enable 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 and personalized advice and cross-sell opportunities. Our advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.
Our Investment Management business services the global investment management industry with a range of buy-side technology solutions such as portfolio management, compliance and fee billing and operational support solutions for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space including prime brokers, fund administrators and custodians.
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, 2025 in the 2025 Annual Report.
Critical Accounting Estimates
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 2025 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 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, Recurring revenue growth constant currency, and Closed sales. In addition, management focuses on select operating metrics specific to Broadridge of Position 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, Free cash flow and Recurring revenue growth constant currency 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. Revenues from fees 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 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 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 Broadridge Retirement and Workplace administrative services.
Recurring revenue growth represents the Company's total annual revenue growth, less growth from event-driven and distribution revenues. We distinguish recurring revenue growth between organic and acquired:
•Organic - We define organic revenue as the recurring revenue generated from Net New Business and Internal Growth.
•Acquired - We define acquired revenue as the recurring 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.
Revenue and Recurring 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.
Position Growth and Internal Trade Growth
The Company uses select operating metrics specific to Broadridge of Position Growth and Internal Trade Growth in evaluating its business results and identifying trends affecting its business. Position Growth is comprised of "equity position growth" and "mutual fund/ETF position growth." Equity position growth measures the estimated annual change in positions eligible for equity proxy materials. Beginning in the fourth quarter of fiscal year 2025, the Company began presenting information on "equity revenue position growth." Equity revenue position growth excludes small or fractional equity positions for which the Company does not recognize revenue ("non-revenue positions"). Prior period comparative information for this metric is not available. Mutual fund/ETF position growth measures the estimated change in mutual fund and exchange traded fund positions eligible for interim communications. These metrics are calculated from equity proxy and mutual fund/ETF position data reported to Broadridge for the same issuers or funds in both the current and prior year periods.
Internal Trade Growth represents the estimated change in daily average 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. Position Growth and Internal Trade Growth are useful non-financial metrics for investors in understanding how management measures and evaluates Broadridge's ongoing operational performance within its Investor Communication Solutions and Global Technology and Operations reportable segments, respectively.
The key performance indicators for the three and six months ended December 31, 2025, and 2024, are as follows:
Select Operating Metrics
Three Months Ended
December 31, 		Six Months Ended
December 31,
2025 2024 2025 2024
Position Growth
Equity positions 17 % 11 % 15 % 8 %
Equity revenue positions 11 % N/A 10 % N/A
Mutual fund / ETF positions 15 % 5 % 8 % 8 %
Internal Trade Growth 11 % 13 % 14 % 12 %
Results of Operations
The following discussions of Analysis of Condensed Consolidated Statements of Earnings and Analysis of Reportable Segments refer to the three and six months ended December 31, 2025 compared to the three and six months ended December 31, 2024. 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.
"Restructuring and Other Related Costs" represent costs associated with the Company's corporate restructuring initiative (the "Corporate Restructuring Initiative") to exit and/or realign some of our businesses, streamline the Company's management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas, in addition to other restructuring activities.
"Net New Business" refers to recurring revenue from Closed sales for the initial twelve-month contract period after which the client goes live with the Company's service(s), less recurring revenue from client losses.
"Internal Growth" is a component of recurring revenue and generally reflects year over year changes in existing services to our existing customers' multi-year contracts beyond the initial twelve month period in which it was included in Net New Business.
"Recurring revenue growth constant currency" refers to our Recurring revenue growth presented on a constant currency basis to exclude the impact of foreign currency exchange fluctuations.
The following definitions describe the Company's Revenues:
Revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity, in addition to distribution revenues. 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 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 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 six months ended December 31, 2025, mutual fund proxy revenues were 1% higher compared to the six months ended December 31, 2024. During fiscal year 2025, mutual fund proxy revenues were 75% higher than the prior fiscal year. Although it is difficult to forecast the levels of event-driven activity, we expect that the portion of revenues derived from mutual fund proxy activity may continue to experience volatility in the future.
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 Broadridge Retirement and Workplace administrative services.
Distribution cost of revenues consists primarily of postage-related expenses incurred in connection with our Investor Communication Solutions segment, as well as Broadridge Retirement and Workplace administrative services expenses. These
costs are reflected in Cost of revenues.
Closed sales represent an estimate of the expected annual recurring 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 three and six months ended December 31, 2025 and for the fiscal year ended June 30, 2025, we reported Closed sales net of a 5.0% allowance adjustment. Consequently, our reported Closed sales amounts will not be adjusted for actual revenues achieved because these adjustments are estimated in the period the sale is reported. 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 December 31, 2025 were $56.8 million, an increase of $11.1 million, or 24%, compared to $45.7 million for the three months ended December 31, 2024. Closed sales for the three months ended December 31, 2025 and December 31, 2024 are net of an allowance adjustment of $3.0 million and $2.4 million, respectively.
Closed sales for the six months ended December 31, 2025 were $89.3 million, a decrease of $13.9 million, or 13%, compared to $103.2 million for the six months ended December 31, 2024. Closed sales for the six months ended December 31, 2025 and December 31, 2024 are net of an allowance adjustment of $4.7 million and $5.4 million, respectively.
Analysis of Condensed Consolidated Statements of Earnings
Three Months Ended December 31, 2025 versus Three Months Ended December 31, 2024
The table below presents Condensed Consolidated Statements of Earnings data for the three months ended December 31, 2025 and 2024, and the dollar and percentage changes between periods:
Three Months Ended
December 31,
Change
2025 2024 $ %
(in millions, except per share amounts)
Revenues $ 1,713.9 $ 1,589.2 $ 124.7 8
Cost of revenues 1,240.3 1,145.8 94.6 8
Selling, general and administrative expenses 267.5 232.8 34.8 15
Total operating expenses 1,507.9 1,378.5 129.3 9
Operating income 206.0 210.7 (4.6) (2)
Margin 12.0 % 13.3 %
Interest expense, net (23.8) (32.7) 8.9 (27)
Other non-operating income (expenses), net 188.0 (1.9) 189.9 NM
Earnings before income taxes 370.2 176.0 194.2 110
Provision for income taxes 85.7 33.6 52.1 155
Effective tax rate 23.1 % 19.1 %
Net earnings $ 284.6 $ 142.4 $ 142.1 100
Basic earnings per share $ 2.44 $ 1.22 $ 1.22 100
Diluted earnings per share $ 2.42 $ 1.20 $ 1.22 102
Weighted-average shares outstanding:
Basic 116.8 117.1
Diluted 117.7 118.3
_____________
NM - Not Meaningful
Revenues
The table below presents Condensed Consolidated Statements of Earnings data for the three months ended December 31, 2025 and 2024, and the dollar and percentage changes between periods:
Three Months Ended
December 31,
Change
2025 2024 $ %
($ in millions)
Recurring revenues $ 1,070.1 $ 980.2 $ 90.0 9
Event-driven revenues 90.6 124.6 (34.0) (27)
Distribution revenues 553.2 484.5 68.7 14
Total $ 1,713.9 $ 1,589.2 $ 124.7 8
Points of Growth
Net New Business Internal Growth Acquisitions Foreign Exchange Total
Recurring revenue Growth Drivers 3pts 4pts 2pts 1pt 9 %
Revenues increased $124.7 million, or 8%, to $1,713.9 million from $1,589.2 million.
•Recurring revenues increased $90.0 million, or 9%, to $1,070.1 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by organic growth and acquisitions in ICS and GTO.
•Event-driven revenues decreased $34.0 million, or 27%, as lower mutual fund proxy revenues were partially offset by higher equity and other revenues.
•Distribution revenues increased $68.7 million, or 14%, driven by a higher volume of communications and the postage rate increase of approximately $32 million.
Total operating expenses.Operating expenses increased $129.3 million, or 9%, to $1,507.9 million from $1,378.5 million:
•Cost of revenues - the increase of $94.6 million primarily reflects higher expenses in our ICS segment, primarily driven by an increase in postage and distribution expenses of approximately $63 million and higher GTO segment expenses related to the SIS acquisition.
•Selling, general and administrative expenses - the increase of $34.8 million was primarily driven by higher technology investments and compensation-related expenses.
Interest expense, net. Interest expense, net was $23.8 million, a decrease of $8.9 million, from $32.7 million for the three months ended December 31, 2024. The decrease of $8.9 million was primarily due to lower average borrowings and lower borrowing costs.
Other non-operating income (expenses), net.Other non-operating income, net for the three months ended December 31, 2025 was $188.0 million, compared to Other non-operating expenses, net $1.9 million for the three months ended December 31, 2024, primarily as a result of an unrealized gain on digital assets of $136.5 million and a realized gain of $53.1 million related to the Company's contribution of Canton Coins to the Canton Digital Asset Treasury in the current year period. Refer to Note 7, "Fair Value of Financial Instruments" for details related to the Company's Canton Coin holdings and the Canton Digital Asset Treasury.
Provision for income taxes.
•Effective tax rate for the three months ended December 31, 2025: 23.1%
•Effective tax rate for the three months ended December 31, 2024: 19.1%
The increase in the effective tax rate for the three months ended December 31, 2025 was primarily driven by an increase in pre-tax income relative to total discrete tax benefits.
Six Months Ended December 31, 2025 versus Six Months Ended December 31, 2024
The table below presents Condensed Consolidated Statements of Earnings data for the six months ended December 31, 2025 and 2024, and the dollar and percentage changes between periods:
Six Months Ended
December 31,
Change
2025 2024 $ %
(in millions, except per share amounts)
Revenues $ 3,303.3 $ 3,012.1 $ 291.3 10
Cost of revenues 2,407.1 2,220.8 186.3 8
Selling, general and administrative expenses 501.4 446.1 55.3 12
Total operating expenses 2,908.5 2,667.0 241.6 9
Operating income 394.8 345.1 49.7 14
Margin 12.0 % 11.5 %
Interest expense, net (48.0) (65.0) 17.0 (26)
Other non-operating income (expenses), net 236.5 (3.8) 240.3 NM
Earnings before income taxes 583.3 276.3 307.0 111
Provision for income taxes 133.4 54.1 79.3 147
Effective tax rate 22.9 % 19.6 %
Net earnings $ 450.0 $ 222.2 $ 227.8 103
Basic earnings per share $ 3.85 $ 1.90 $ 1.95 103
Diluted earnings per share $ 3.82 $ 1.88 $ 1.94 103
Weighted-average shares outstanding:
Basic 116.9 117.0
Diluted 117.9 118.2
_____________
NM - Not Meaningful
Revenues
The table below presents Condensed Consolidated Statements of Earnings data for the six months ended December 31, 2025 and 2024, and the dollar and percentage changes between periods:
Six Months Ended
December 31,
Change
2025 2024 $ %
($ in millions)
Recurring revenues $ 2,047.6 $ 1,880.5 $ 167.2 9
Event-driven revenues 204.4 187.6 16.8 9
Distribution revenues 1,051.3 944.0 107.3 11
Total $ 3,303.3 $ 3,012.1 $ 291.3 10
Points of Growth
Net New Business Internal Growth Acquisitions Foreign Exchange Total
Recurring revenue Growth Drivers 3pts 3pts 2pts 1pt 9 %
Revenues increased $291.3 million, or 10%, to $3,303.3 million from $3,012.1 million.
•Recurring revenues increased $167.2 million, or 9%, to $2,047.6 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by organic growth and acquisitions in ICS and GTO.
•Event-driven revenues increased $16.8 million, or 9%, driven by a higher volume of equity and other revenues, which offset a decline in mutual fund proxy revenues.
•Distribution revenues increased $107.3 million, or 11%, driven by the postage rate increase of approximately $57 million and higher Event-driven mailings.
Total operating expenses.Operating expenses increased $241.6 million, or 9%, to $2,908.5 million from $2,667.0 million:
•Cost of revenues - the increase of $186.3 million primarily reflects higher expenses, including postage and distribution costs, in our ICS segment of approximately $101 million, higher expenses related to the SIS acquisition, and higher revenues.
•Selling, general and administrative expenses - the increase of $55.3 million was primarily driven by higher technology investments and compensation-related expenses.
Interest expense, net. Interest expense, net was $48.0 million, a decrease of $17.0 million, from $65.0 million for the six months ended December 31, 2024. The decrease of $17.0 million was primarily due to lower average borrowings and lower borrowing costs.
Other non-operating income (expenses), net.Other non-operating income, net for the six months ended December 31, 2025 was $236.5 million, compared to Other non-operating expenses, net $3.8 million for the six months ended December 31, 2024, primarily as a result of an unrealized gain on digital assets of $182.4 million and a realized gain of $53.1 million related to the Company's contribution of Canton Coins to the Canton Digital Asset Treasury in the current year period. Refer to Note 7, "Fair Value of Financial Instruments" for details related to the Company's Canton Coin holdings and the Canton Digital Asset Treasury.
Provision for income taxes.
•Effective tax rate for the six months ended December 31, 2025: 22.9%
•Effective tax rate for the six months ended December 31, 2024: 19.6%
The increase in the effective tax rate for the six months ended December 31, 2025 was primarily driven by an increase in pre-tax income relative to total discrete tax benefits.
Analysis of Reportable Segments
Broadridge has two reportable segments: (1) Investor Communication Solutions and (2) Global Technology and Operations.
The primary component of "Corporate and 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.
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
December 31, 		Six Months Ended
December 31,
Change Change
2025 2024 $ % 2025 2024 $ %
($ in millions) ($ in millions)
Investor Communication Solutions $ 1,233.3 $ 1,149.2 $ 84.1 7 $ 2,363.2 $ 2,164.8 $ 198.4 9
Global Technology and Operations 480.6 440.0 40.6 9 940.1 847.2 92.9 11
Total $ 1,713.9 $ 1,589.2 $ 124.7 8 $ 3,303.3 $ 3,012.1 $ 291.3 10
Earnings Before Income Taxes
Three Months Ended
December 31, 		Six Months Ended
December 31,
Change Change
2025 2024 $ % 2025 2024 $ %
($ in millions) ($ in millions)
Investor Communication Solutions $ 136.8 $ 174.1 $ (37.3) (21) $ 263.2 $ 270.6 $ (7.4) (3)
Global Technology and Operations 77.6 49.7 27.8 56 144.9 97.1 47.8 49
Corporate and Other 155.9 (47.7) 203.7 NM 175.3 (91.4) 266.7 NM
Total $ 370.2 $ 176.0 $ 194.2 110 $ 583.3 $ 276.3 $ 307.0 111
_____________
NM - Not Meaningful
The amount of amortization of acquired intangibles and purchased intellectual property by segment is as follows:
Three Months Ended
December 31, 		Six Months Ended
December 31,
Change Change
2025 2024 $ % 2025 2024 $ %
($ in millions) ($ in millions)
Investor Communication Solutions $ 10.6 $ 10.9 $ (0.4) (3) $ 20.3 $ 22.5 $ (2.2) (10)
Global Technology and Operations 41.1 38.6 2.5 6 82.1 75.2 6.9 9
Total $ 51.7 $ 49.5 $ 2.1 4 $ 102.4 $ 97.7 $ 4.7 5
Investor Communication Solutions
Revenues for the three months ended December 31, 2025 increased $84.1 million to $1,233.3 million from $1,149.2 million, and earnings before income taxes decreased $37.3 million to $136.8 million from $174.1 million.
Revenues for the six months ended December 31, 2025 increased $198.4 million to $2,363.2 million from $2,164.8 million, and earnings before income taxes decreased $7.4 million to $263.2 million from $270.6 million.
Three Months Ended
December 31, 		Six Months Ended
December 31,
Change Change
2025 2024 $ % 2025 2024 $ %
($ in millions) ($ in millions)
Revenues
Recurring revenues $ 589.5 $ 540.2 $ 49.4 9 $ 1,107.5 $ 1,033.2 $ 74.3 7
Event-driven revenues 90.6 124.6 (34.0) (27) 204.4 187.6 16.8 9
Distribution revenues 553.2 484.5 68.7 14 1,051.3 944.0 107.3 11
Total $ 1,233.3 $ 1,149.2 $ 84.1 7 $ 2,363.2 $ 2,164.8 $ 198.4 9
Earnings Before Income Taxes
Earnings before income taxes $ 136.8 $ 174.1 $ (37.3) (21) $ 263.2 $ 270.6 $ (7.4) (3)
Pre-tax Margin 11.1 % 15.1 % 11.1 % 12.5 %
Three Months Ended December 31, 2025
Points of Growth
Net New Business Internal Growth Acquisitions Foreign Exchange Total
Recurring revenue Growth Drivers 3pts 4pts 2pts 0pts 9 %
Six Months Ended December 31, 2025
Points of Growth
Net New Business Internal Growth Acquisitions Foreign Exchange Total
Recurring revenue Growth Drivers 4pts 2pts 1pt 0pts 7 %
For the three months ended December 31, 2025:
•Recurring revenues increased $49.4 million, or 9%, to $589.5 million. Recurring revenue growth constant currency (Non-GAAP) was 9%, driven by 4pts of Internal Growth, 3pts of Net New Business, and 2pts from acquisitions.
•By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Regulatory rose 18% and 18%, respectively. Equity revenue position growth was 11% and Mutual fund/ETF position growth was 15%.
◦Data-driven fund solutions decreased 2% and 2%, respectively, driven by a decline in retirement and workplace products which more than offset growth in data and analytics revenues.
◦Issuer rose 8% and 8%, respectively, driven by growth in shareholder engagement solutions.
◦Customer communications rose 6% and 5%, respectively, driven by growth in digital revenues, as well as the acquisition of Signal.
•Event-driven revenues decreased $34.0 million, or 27%, as lower mutual fund proxy revenues were partially offset by higher equity and other revenues.
•Distribution revenues increased $68.7 million, or 14%, driven by a higher volume of communications and the postage rate increase of approximately $32 million.
•Earnings before income taxes decreased $37.3 million, or 21%, to $136.8 million, as the impact of higher Recurring revenue was more than offset by lower Event-driven revenues and an increase in Operating expenses. Operating expenses rose 12%, or $121.4 million to $1,096.5 million driven by higher distribution expenses, as well as higher technology and volume-related expenses.
•Pre-tax margins decreased by 4.0% to 11.1% from 15.1%.
For the six months ended December 31, 2025:
•Recurring revenues increased $74.3 million, or 7%, to $1,107.5 million. Recurring revenue growth constant currency (Non-GAAP) was 7%, driven by 4pts of Net New Business, 2pts of Internal Growth and 1pt from acquisitions.
•By product line, Recurring revenue growth and Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Regulatory rose 11% and 11%, respectively. Equity revenue position growth was 10% and Mutual fund/ETF position growth was 8%.
◦Data-driven fund solutions rose 1% and 0%, respectively, driven by global distribution insights products.
◦Issuer rose 7% and 7%, respectively, driven by growth in shareholder engagement solutions and disclosure solutions.
◦Customer communications rose 7% and 7%, respectively, driven by growth in digital and print revenues, as well as the acquisition of Signal.
•Event-driven revenues increased $16.8 million, or 9%, driven by a higher volume of equity and other revenues, which offset a decline in mutual fund proxy revenues.
•Distribution revenues increased $107.3 million, or 11%, primarily driven by the postage rate increases of approximately $57 million and higher Event-driven mailings.
•Earnings before income taxes decreased $7 million, or 3%, to $263.2 million. The earnings benefit from higher Recurring revenue and Event-driven revenue was offset by higher Operating expenses. Operating expenses rose 11%, or $205.8 million to $2,100.0 million driven by distribution expenses, as well as higher technology and volume-related expenses.
•Pre-tax margins decreased by 1.4% to 11.1% from 12.5%.
Global Technology and Operations
Revenues for the three months ended December 31, 2025 increased $40.6 million to $480.6 million from $440.0 million, and Earnings before income taxes increased $27.8 million to $77.6 million from $49.7 million.
Revenues for the six months ended December 31, 2025 increased $92.9 million to $940.1 million from $847.2 million, and Earnings before income taxes increased $47.8 million to $144.9 million from $97.1 million.
Three Months Ended
December 31, 		Six Months Ended
December 31,
Change Change
2025 2024 $ % 2025 2024 $ %
($ in millions) ($ in millions)
Revenues
Recurring revenues $ 480.6 $ 440.0 $ 40.6 9 $ 940.1 $ 847.2 $ 92.9 11
Earnings Before Income Taxes
Earnings before income taxes $ 77.6 $ 49.7 $ 27.8 56 $ 144.9 $ 97.1 $ 47.8 49
Pre-tax Margin 16.1 % 11.3 % 15.4 % 11.5 %
Three Months Ended December 31, 2025
Points of Growth
Net New Business Internal Growth Acquisitions Foreign Exchange Total
Recurring revenue Growth Drivers 2pts 4pts 2pts 2pts 9 %
Six Months Ended December 31, 2025
Points of Growth
Net New Business Internal Growth Acquisitions Foreign Exchange Total
Recurring revenue Growth Drivers 2pts 4pts 4pts 1pt 11 %
For the three months ended December 31, 2025:
•Recurring revenues increased $40.6 million, or 9%, to $480.6 million. Recurring revenue growth constant currency (Non-GAAP) was 8%, driven by 6pts of organic growth and 2pts from the acquisition of SIS.
•By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Capital Markets rose 8% and 6%, respectively, primarily driven by 5pts of revenue from new sales and 3pts of Internal Growth. Internal Growth included 3pts, or $7.5 million, from digital asset revenues.
◦Wealth and Investment Management rose 12% and 11%, respectively, driven by 6pts of organic growth and 5pts from the SIS acquisition.
•Earnings before income taxes increased $27.8 million, or 56%, to $77.6 million, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.
•Pre-tax margins increased by 4.8% to 16.1% from 11.3%.
For the six months ended December 31, 2025:
•Recurring revenues increased $92.9 million, or 11%, to $940.1 million. Recurring revenue growth constant currency (Non-GAAP) was 10%, driven by 6pts of organic growth and 4pts from the acquisition of SIS.
•By product line, Recurring revenue growth and the corresponding Recurring revenue growth constant currency (Non-GAAP) were as follows:
◦Capital Markets rose 8% and 6%, respectively, primarily driven by 5pts of revenue from new sales and 3pts of Internal Growth. Internal Growth included 2pts, or $11.2 million, from digital asset revenues.
◦Wealth and Investment Management rose 17% and 16%, respectively, driven by 11pts from the SIS acquisition and 6pts of organic growth.
•Earnings before income taxes increased $47.8 million, or 49%, to $144.9 million, as higher revenues more than offset higher expenses, including the impact of the SIS acquisition.
•Pre-tax margins increased by 3.9% to 15.4% from 11.5%.
Corporate and Other
Earnings before income taxes were $155.9 million for the three months ended December 31, 2025, an increase of $203.7 million compared to Loss before income taxes of $47.7 million for the three months ended December 31, 2024.
•The increased Earnings before income taxes was primarily due to an unrealized gain on digital assets of $136.5 million, a realized gain of $53.1 million related to the Company's contribution of Canton Coins to the Canton Digital Asset Treasury, and an $8.9 million decline in Interest expense, net. Refer to Note 7, "Fair Value of Financial Instruments" for details related to the Company's Canton Coin holdings and the Canton Digital Asset Treasury.
Earnings before income taxes were $175.3 million for the six months ended December 31, 2025, an increase of $266.7 million compared to Loss before income taxes of $91.4 million for the three months ended December 31, 2024.
•The increased Earnings before income taxes was primarily due to an unrealized gain on digital assets of $182.4 million, a realized gain of $53.1 million related to the Company's contribution of Canton Coins to the Canton Digital Asset Treasury, and a $17.0 million decline in Interest expense, net.
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, Free cash flow and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company's reported results.
The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company's business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors' understanding of the Company's operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company's Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.
Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings Per Share
These Non-GAAP measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items, the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items:
(i) Amortization of Acquired Intangibles and Purchased Intellectual Property, which represent non-cash amortization expenses associated with the Company's acquisition activities.
(ii) Acquisition and Integration Costs, which represent certain transaction and integration costs associated with the Company's acquisition activities.
(iii) Restructuring and Other Related Costs, which represent costs associated with the Company's Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company's management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas, in addition to other restructuring activities.
(iv) Gains or Losses on Digital Assets, which represents the quarterly mark to market gain or loss recorded to remeasure the Company's digital asset holdings in the form of Canton Coins to fair market value, in addition to the realized and unrealized gains or losses associated with the Company's contribution of Canton Coins to the Canton Digital Asset Treasury. Refer to Note 1, "Basis of Presentation" for further details related to the Company's accounting for Canton Coins. Refer to Note 7, "Fair Value of Financial Instruments" for details related to realized and unrealized gains or losses.
We exclude Acquisition and Integration Costs, Restructuring and Other Related Costs, and Gains or Losses on Digital assets from our Adjusted Operating income (as applicable) and other adjusted earnings measures because excluding such information provides us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance.
We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
Free Cash Flow
In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions, other investments, as well as debt servicing. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures as well as Software purchases and capitalized internal use software.
Recurring Revenue Growth Constant Currency
As a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. The exclusion of the impact of foreign currency exchange fluctuations from our Recurring revenue growth, or what we refer to as amounts expressed "on a constant currency basis," is a Non-GAAP measure. We believe that excluding the impact of foreign currency exchange fluctuations from our Recurring revenue growth provides additional information that enables enhanced comparison to prior periods.
Changes in Recurring revenue growth expressed on a constant currency basis are presented excluding the impact of foreign currency exchange fluctuations. To present this information, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year.
Reconciliation of Non-GAAP measures to the most directly comparable GAAP measures (unaudited)
Three Months Ended
December 31, 		Six Months Ended
December 31,
2025 2024 2025 2024
(in millions) (in millions)
Operating income (GAAP) $ 206.0 $ 210.7 $ 394.8 $ 345.1
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 51.7 49.5 102.4 97.7
Acquisition and Integration Costs 2.3 3.1 9.5 5.3
Restructuring and Other Related Costs (a) 5.2 - 9.7 -
Adjusted Operating income (Non-GAAP) $ 265.2 $ 263.3 $ 516.4 $ 448.1
Operating income margin (GAAP) 12.0 % 13.3 % 12.0 % 11.5 %
Adjusted Operating income margin (Non-GAAP) 15.5 % 16.6 % 15.6 % 14.9 %
Three Months Ended
December 31, 		Six Months Ended
December 31,
2025 2024 2025 2024
(in millions) (in millions)
Net earnings (GAAP) $ 284.6 $ 142.4 $ 450.0 $ 222.2
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 51.7 49.5 102.4 97.7
Acquisition and Integration Costs 2.3 3.1 9.5 5.3
Restructuring and Other Related Costs (a) 5.2 - 9.7 -
Gains or Losses on Digital Assets (186.8) - (232.7) -
Subtotal of adjustments (127.6) 52.6 (111.1) 103.0
Tax impact of adjustments (b) 29.7 (10.7) 25.8 (22.5)
Adjusted Net earnings (Non-GAAP) $ 186.6 $ 184.4 $ 364.7 $ 302.7
Three Months Ended
December 31, 		Six Months Ended
December 31,
2025 2024 2025 2024
Diluted earnings per share (GAAP) $ 2.42 $ 1.20 $ 3.82 $ 1.88
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property 0.44 0.42 0.87 0.83
Acquisition and Integration Costs 0.02 0.03 0.08 0.04
Restructuring and Other Related Costs (a) 0.04 - 0.08 -
Gains or Losses on Digital Assets (1.59) - (1.97) -
Subtotal of adjustments (1.08) 0.44 (0.94) 0.87
Tax impact of adjustments (b) 0.25 (0.09) 0.22 (0.19)
Adjusted earnings per share (Non-GAAP) $ 1.59 $ 1.56 $ 3.09 $ 2.56
(a) Restructuring and Other Related Costs for the three and six months ended December 31, 2025 consists of severance and other costs related to the closure of substantially all operations of a production facility. Costs incurred are not reflected in segment profit and are recorded within Corporate and Other. The total estimated pre-tax costs for actions and associated costs related to the closure are approximately $20 million and will be completed in the third quarter of fiscal year 2026.
(b) Calculated using the GAAP effective tax rate, adjusted to exclude $0.4 million and $2.3 million of excess tax benefits associated with stock-based compensation for the three and six months ended December 31, 2025, respectively, $3.2 million and $6.3 million of excess tax benefits associated with stock-based compensation for the three and six months ended December 31, 2024, respectively. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis.
Six Months Ended
December 31,
2025 2024
(in millions)
Net cash flows from operating activities (GAAP) $ 367.1 $ 111.2
Capital expenditures and Software purchases and capitalized internal use software (48.6) (54.9)
Free cash flow (Non-GAAP) $ 318.5 $ 56.3
Three Months Ended December 31, 2025
Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Communications Total
Recurring revenue growth (GAAP) 18 % (2 %) 8 % 6 % 9 %
Impact of foreign currency exchange 0 % 0 % 0 % 0 % 0 %
Recurring revenue growth constant currency (Non-GAAP) 18 % (2 %) 8 % 5 % 9 %
Three Months Ended December 31, 2025
Global Technology and Operations Capital Markets Wealth and Investment Management Total
Recurring revenue growth (GAAP) 8 % 12 % 9 %
Impact of foreign currency exchange (2 %) (1 %) (2 %)
Recurring revenue growth constant currency (Non-GAAP) 6 % 11 % 8 %
Three Months Ended December 31, 2025
Consolidated Total
Recurring revenue growth (GAAP) 9 %
Impact of foreign currency exchange (1 %)
Recurring revenue growth constant currency (Non-GAAP) 8 %
Six Months Ended December 31, 2025
Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Communications Total
Recurring revenue growth (GAAP) 11 % 1 % 7 % 7 % 7 %
Impact of foreign currency exchange 0 % (1 %) 0 % 0 % 0 %
Recurring revenue growth constant currency (Non-GAAP) 11 % 0 % 7 % 7 % 7 %
Six Months Ended December 31, 2025
Global Technology and Operations Capital Markets Wealth and Investment Management Total
Recurring revenue growth (GAAP) 8 % 17 % 11 %
Impact of foreign currency exchange (1 %) 0 % (1 %)
Recurring revenue growth constant currency (Non-GAAP) 6 % 16 % 10 %
Six Months Ended December 31, 2025
Consolidated Total
Recurring revenue growth (GAAP) 9 %
Impact of foreign currency exchange (1 %)
Recurring revenue growth constant currency (Non-GAAP) 8 %
Financial Condition, Liquidity and Capital Resources
Cash and cash equivalents consisted of the following:
December 31,
2025 		June 30,
2025
(in millions)
Cash and cash equivalents:
Domestic cash $ 42.0 $ 326.2
Cash held by foreign subsidiaries 272.8 174.6
Cash held by regulated entities 56.0 60.7
Total cash and cash equivalents $ 370.7 $ 561.5
At December 31, 2025, Cash and cash equivalents were $370.7 million and Total stockholders' equity was $2,879.2 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 expenditures, strategic acquisitions, dividends and common stock repurchases.
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 December 31, 2025 Carrying value at December 31, 2025 Carrying value at June 30, 2025 Unused
Available
Capacity 		Fair Value at December 31, 2025
(in millions)
Current portion of long-term debt
Fiscal 2016 Senior Notes June 2026 $ 500.0 $ 499.7 $ 499.3 $ - $ 498.3
Total $ 500.0 $ 499.7 $ 499.3 $ - $ 498.3
Long-term debt, excluding current portion
Fiscal 2025 Revolving Credit Facility:
U.S. dollar tranche December 2029 $ 50.0 $ 50.0 $ - $ 950.0 $ 50.0
Multicurrency tranche December 2029 135.1 135.1 133.5 364.9 135.1
Total Revolving Credit Facility $ 185.1 $ 185.1 $ 133.5 $ 1,314.9 $ 185.1
Fiscal 2026 Term Loan August 2030 $ 750.0 $ 747.0 $ 879.1 $ - $ 750.0
Fiscal 2020 Senior Notes December 2029 750.0 746.4 746.0 - 712.1
Fiscal 2021 Senior Notes May 2031 1,000.0 994.8 994.4 - 909.8
Total Senior Notes $ 1,750.0 $ 1,741.3 $ 1,740.3 $ - $ 1,621.9
Total long-term debt $ 2,685.1 $ 2,673.4 $ 2,753.0 $ 1,314.9 $ 2,557.0
Total debt $ 3,185.1 $ 3,173.1 $ 3,252.3 $ 1,314.9 $ 3,055.3
Future principal payments on our outstanding debt are as follows:
Years ending June 30, 2026 2027 2028 2029 2030 Thereafter Total
(in millions) $ 500.0 $ - $ - $ - $ 935.1 $ 1,750.0 $ 3,185.1
The Fiscal 2025 Revolving Credit Facility, Fiscal 2026 Term Loan, Fiscal 2016 Senior Notes, Fiscal 2020 Senior Notes and Fiscal 2021 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.
Please refer to Note 11, "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
Six Months Ended
December 31,
Change
2025 2024 $
(in millions)
Net cash flows from operating activities $ 367.1 $ 111.2 $ 256.0
Net cash flows from investing activities (122.5) (250.4) 127.9
Net cash flows from financing activities (438.4) 127.7 (566.0)
Effect of exchange rate changes on Cash and cash equivalents 2.9 (3.0) 5.9
Net change in Cash and cash equivalents $ (190.8) $ (14.5) $ (176.3)
Free cash flow:
Net cash flows from operating activities (GAAP) $ 367.1 $ 111.2 $ 256.0
Capital expenditures and Software purchases and capitalized internal use software (48.6) (54.9) 6.3
Free cash flow (Non-GAAP) $ 318.5 $ 56.3 $ 262.2
The increase in cash from operating activities of $256.0 million in the six months ended December 31, 2025, as compared to the six months ended December 31, 2024, was primarily due to an increase in Net earnings of $227.8 million, offset by the decrease in the noncash adjustments related to the digital assets change in fair market value of $235.5 million which was partially offset by $102.7 million change in Deferred income taxes, and a decrease in cash used for Accounts payable, accrued expenses and taxes payable of $141.3 million.
The decrease in cash from investing activities of $127.9 million in the six months ended December 31, 2025, as compared to the six months ended December 31, 2024, was primarily driven by decreased acquisition spend of $137.7 million partially offset by an increase in cash used for other investing activities of $16.1 million.
The decrease in cash from financing activities of $566.0 million in the six months ended December 31, 2025, as compared to the six months ended December 31, 2024, primarily reflects a decrease in net borrowings of $385.6 million, an increase in cash used for stock buybacks of $148.6 million, an increase in dividends paid of $20.7 million and a decrease in cash proceeds from stock option exercises of $12.5 million.
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. 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
Data Center Agreements
The Company is a party to an Amended and Restated IT Services Agreement with Kyndryl, Inc. ("Kyndryl"), an entity formed by IBM's spin-off of its managed infrastructure services business, under which Kyndryl provides certain aspects of the Company's information technology infrastructure, including supporting its mainframe, midrange, network and data center operations, as well as providing disaster recovery services. The Amended and Restated IT Services Agreement expires on June 30, 2027, however the Company may renew the agreement for up to one additional 12-month period. Fixed minimum commitments remaining under the Amended and Restated IT Services Agreement at December 31, 2025 are $37.5 million through June 30, 2027, the final year of the Amended and Restated IT Services Agreement.
Broadridge Software Limited, a subsidiary of the Company is party to the SIS Services Agreement with Kyndryl Canada, under which Kyndryl Canada provides infrastructure managed services for the SIS Business. The SIS Services Agreement expires on October 31, 2029. Fixed minimum commitments remaining under the SIS Services Agreement at December 31, 2024 are $122.9 million through October 31, 2029, the final year of the SIS Services Agreement.
The Company is a party to an information technology agreement for private cloud services (the "Private Cloud Agreement") under which Kyndryl operates, manages and supports the Company's private cloud global distributed platforms and products, and operates and manages certain Company networks. The Private Cloud Agreement expires on March 31, 2030. Fixed minimum commitments remaining under the Private Cloud Agreement at December 31, 2025 are $63.1 million through March 31, 2030, the final year of the contract.
Cloud Services Resale Agreement
On December 31, 2021, the Company and Presidio Networked Solutions LLC ("Presidio"), a reseller of services of Amazon Web Services, Inc. and its affiliates (collectively, "AWS"), entered into an Order Form and AWS Private Pricing Addendum, dated December 31, 2021 (the "Order Form"), to the Cloud Services Resale Agreement, dated December 15, 2017, as amended (together with the Order Form, the "AWS Cloud Agreement"), whereby Presidio will resell to the Company certain public cloud infrastructure and related services provided by AWS for the operation, management and support of the Company's cloud global distributed platforms and products. The AWS Cloud Agreement expires on December 31, 2026. Fixed minimum commitments remaining under the AWS Cloud Agreement at December 31, 2025 are $57.1 million through December 31, 2026.
Other
The Company has an equity method 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 its unconsolidated investments in this variable interest entity totaled $27.1 million as of December 31, 2025, which represents the carrying value of the Company's investments.
In addition, as of December 31, 2025, the Company has future commitments to fund $15.8 million to the Company's other investees.
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 December 31, 2025.
Off-balance Sheet Arrangements
It is not our business practice to enter into off-balance sheet arrangements. However, we are exposed to market risk from changes in foreign currency exchange rates that could impact our financial position, results of operations, and cash flows. We manage our exposure to these market risks through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments.
In January 2022, we executed a series of cross-currency swap derivative contracts with an aggregate notional amount of EUR 880 million which are designated as net investment hedges to hedge a portion of our net investment in our subsidiaries whose functional currency is the Euro. The cross-currency swap derivative contracts are agreements to pay fixed-rate interest in Euros and receive fixed-rate interest in U.S. Dollars, thereby effectively converting a portion of our U.S. Dollar denominated fixed-rate debt into Euro denominated fixed-rate debt. The cross-currency swaps mature in May 2031 to coincide with the maturity of the Fiscal 2021 Senior Notes. Accordingly, foreign currency transaction gains or losses on the qualifying net investment hedge instruments are recorded as foreign currency translation within other comprehensive income (loss), net in the Condensed Consolidated Statements of Comprehensive Income and will remain in Accumulated other comprehensive income (loss) in the Condensed Consolidated Balance Sheets until the sale or complete liquidation of the underlying foreign subsidiary. At December 31, 2025, our position on the cross-currency swaps was a liability of $10.7 million, and is recorded as part of Other non-current liabilities on the Condensed Consolidated Balance Sheets with the offsetting amount recorded as part of Accumulated other comprehensive income (loss), net of tax. We have elected the spot method of accounting whereby the net interest savings from the cross-currency swaps is recognized as a reduction in interest expense in our Condensed Consolidated Statements of Earnings.
In May 2021, we settled a forward treasury lock agreement that was designated as a cash flow hedge, for a pre-tax loss of $11.0 million, after which the final settlement loss is being amortized into Interest expense, net ratably over the ten year term of the Fiscal 2021 Senior Notes. The expected amount of the existing loss that will be amortized into earnings before income taxes within the next twelve months is approximately $1.1 million.
In the normal course of business, we also enter into contracts in which it makes representations and warranties that relate to the performance of our products and services. We do not expect any material losses related to such representations and warranties, or collateral arrangements.
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.
Broadridge Financial Solutions Inc. published this content on February 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 03, 2026 at 17:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]