BROADRIDGE FINANCIAL SOLUTIONS, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-K)

This discussion summarizes the significant factors affecting the results of
operations and financial condition of Broadridge during the fiscal years ended
June 30, 2022 and 2021, and should be read in conjunction with our 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 7 because of various factors, including
those set forth elsewhere herein. See "Forward-Looking Statements" and "Risk
Factors" included in Part 1 of this Annual Report on Form 10-K.

The discussion summarizing the significant factors affecting the results of
operations and financial condition of Broadridge during the fiscal year ended
June 30, 2020 can be found in Part II, "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" of our Annual Report
on Form 10-K for the fiscal year 2021 (the "2021 Annual Report"), which was
filed with the Securities and Exchange Commission on August 12, 2021.

DESCRIPTION OF THE COMPANY AND BUSINESS SECTORS

Broadridge, a Delaware corporation and a part of the S&P 500® Index, is a global
financial technology leader providing investor communications and
technology-driven solutions to banks, broker-dealers, asset and wealth managers,
public companies, investors and mutual funds. Our services include investor
communications, securities processing, data and analytics, and customer
communications solutions. With over 50 years of experience, including 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 and Global Technology and
Operations.

ACQUISITIONS

Assets acquired and liabilities assumed in business combinations are recorded on
the Company's Consolidated Balance Sheets as of the respective acquisition date
based upon the estimated fair values at such date. The results of operations of
the business acquired by the Company are included in the Company's Consolidated
Statements of Earnings since the respective date of acquisition. The excess of
the purchase price over the estimated fair values of the underlying assets
acquired and liabilities assumed is allocated to Goodwill.

During the year ended June 30, 2022there were no material acquisitions.

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The following represents acquisitions for fiscal year 2021:

Acquisitions of the 2021 financial year:

The financial information on each transaction is as follows:

                                                        Itiviti            Advisor-Stream             Total
                                                                           (in millions)
Cash payments, net of cash acquired                  $  2,580.4          $          23.2          $  2,603.6
Deferred payments, net                                        -                      2.9                 2.9
Contingent consideration liability                            -                      8.5                 8.5
Aggregate purchase price                             $  2,580.4          $  

34.5 $2,615.0

Net tangible assets acquired / (liabilities
assumed)                                             $   (252.9)         $          (3.3)         $   (256.2)
Goodwill                                                1,928.7                     27.3             1,956.0
Intangible assets                                         904.6                     10.5               915.1
Aggregate purchase price                             $  2,580.4          $  

34.5 $2,615.0

Itiviti Holding AB (“Activity”)

In May 2021, the Company acquired Itiviti, a leading provider of trading and
connectivity technology to the capital markets industry. The acquisition of
Itiviti extends the Company's back-office capabilities into the front-office and
deepens its multi-asset class solutions, better enabling the Company to help its
clients adapt to a rapidly evolving marketplace. Itiviti is included in the
Company's GTO reportable segment.

• Goodwill is not tax deductible.

•Intangible assets acquired consist primarily of customer relationships and software technologies, which are amortized over a life of seven years and five years, respectively.

AdvisorStream Ltd. (“AdvisorStream”)

In June 2021, the Company acquired AdvisorStream, a leading provider of digital
engagement and marketing solutions for the global wealth and insurance
industries. AdvisorStream's advisor marketing platform enables advisors to drive
revenue and growth by providing personalized and consistent client
communications. AdvisorStream is included in the Company's GTO reportable
segment.

•The contingent consideration liability is payable through fiscal year 2024 upon
the achievement by the acquired business of certain revenue targets, and has a
maximum potential pay-out of $12.0 million upon the achievement in full of the
defined financial targets by the acquired business.

• The fair value of the contingent consideration liability at June 30, 2022 is
$8.0 million.

• Goodwill is not tax deductible.

•Acquired intangible assets consist primarily of customer relationships and software technology, which are amortized over a five-year life and a five-year life, respectively.

BASIS OF PRESENTATION

The Consolidated Financial Statements have been prepared in accordance with GAAP
in the U.S. and in accordance with the SEC requirements for Annual Reports on
Form 10-K. These financial statements present the 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. Certain prior period amounts have been reclassified to conform to the
current year presentation where applicable.
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In presenting the 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 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
those estimates made by management. In management's opinion, the 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.

Beginning with the first quarter of fiscal year 2022, the Company revised the
foreign exchange rates used to present segment revenues, segment earnings (loss)
before income taxes, and Closed sales, to further allocate the foreign exchange
impact to the individual segment revenue and profit metrics. The presentation of
segment revenues and earnings (loss) before income taxes for the prior periods
provided has been changed to conform to the current period presentation. Total
consolidated revenues and earnings before income taxes were not impacted.

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.

CRITICAL ACCOUNTING POLICIES

We continually evaluate the accounting policies and estimates used to prepare
the 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. Certain accounting policies that require
significant management estimates and are deemed critical to our results of
operations or financial position are discussed below.

Goodwill. We review the carrying value of all our goodwill by comparing the
carrying value of our reporting units to their fair values. We are required to
perform this comparison at least annually or more frequently if circumstances
indicate a possible impairment. When determining fair value of a reporting unit,
we utilize the income approach which considers a discounted future cash flow
analysis using various assumptions, including projections of revenues based on
assumed long-term growth rates, estimated costs and appropriate discount rates
based on the particular reporting unit's weighted-average cost of capital. The
principal factors used in the discounted cash flow analysis requiring judgment
are the projected future operating cash flows based on forecasted earnings
before interest and taxes, and the selection of the terminal value growth rate
and discount rate assumptions. The weighted-average cost of capital takes into
account the relative weight of each component of our consolidated capital
structure (equity and long-term debt). Our estimates of long-term growth and
costs are based on historical data, various internal estimates and a variety of
external sources, and are developed as part of our routine, long-range planning
process. Changes in economic and operating conditions impacting these
assumptions could result in goodwill impairments in future periods. If the
carrying amount of the reporting unit exceeds its fair value, an impairment loss
shall be recognized in an amount equal to that excess not to exceed the total
amount of goodwill allocated to that reporting unit. We had $3,484.9 million of
goodwill as of June 30, 2022. Given the significance of our goodwill, an adverse
change to the fair value of one of our reporting units could result in an
impairment charge, which could be material to our earnings.

The Company performs a sensitivity analysis under the goodwill impairment test
assuming hypothetical reductions in the fair values of our reporting units. A
10% change in our estimates of projected future operating cash flows, discount
rates, or terminal value growth rates used in our calculations of the fair
values of the reporting units would not result in an impairment of our goodwill.
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Income Taxes. The objectives of accounting for income taxes are to recognize the
amount of taxes payable or refundable for the current year and deferred tax
liabilities and assets for the future tax consequences of events that have been
recognized in an entity's financial statements or tax returns. Judgment is
required in addressing the future tax consequences of events that have been
recognized in our Consolidated Financial Statements or tax returns (e.g.,
realization of deferred tax assets, changes in tax laws or interpretations
thereof). The Company is subject to regular examination of its income tax
returns by the U.S. federal, state and foreign tax authorities. A change in the
assessment of the outcomes of such matters could materially impact our
Consolidated Financial Statements. The Company has estimated foreign net
operating loss carryforwards of approximately $59.5 million as of June 30, 2022
of which $8.8 million are subject to expiration in the June 30, 2023 through
June 30, 2042 period. The remaining $50.7 million of carryforwards has an
indefinite utilization period. In addition, the Company has estimated U.S.
federal net operating loss carryforwards of approximately $41.3 million of which
$20.4 million are subject to expiration in the June 30, 2023 through June 30,
2037 period with the balance of $20.9 million having an indefinite utilization
period. U.S. federal net operating loss carryforwards resulting from tax losses
beginning with the fiscal year ended June 30, 2019 have an indefinite
carryforward under the U.S. Tax Cuts and Jobs Act (the "Tax Act"). The Company
did not generate federal net operating losses for the fiscal year ended June 30,
2022.

Valuation allowances are recognized to reduce deferred tax assets when it is
more likely than not that the Company will not be able to utilize the deferred
tax assets of certain subsidiaries to offset future taxable earnings. The
Company has recorded valuation allowances of $10.7 million and $10.5 million at
June 30, 2022 and 2021, respectively. The determination as to whether a deferred
tax asset will be recognized is made on a jurisdictional basis and is based on
the evaluation of historical taxable income or loss, projected future taxable
income, carryforward periods, scheduled reversals of deferred tax liabilities
and tax planning strategies. Projected future taxable income is based on
expected results and assumptions as to the jurisdiction in which the income will
be earned. The assumptions used to project future taxable income requires
significant judgment and are consistent with the plans and estimates used to
manage the underlying businesses.

Share-based Payments. Accounting for stock-based compensation requires the
measurement of stock-based compensation expense based on the fair value of the
award on the date of grant. We determine the fair value of stock options issued
by using a binomial option-pricing model. The binomial option-pricing model
considers a range of assumptions related to volatility, dividend yield,
risk-free interest rate and employee exercise behavior. Expected volatilities
utilized in the binomial option-pricing model are based on a combination of
implied market volatilities, historical volatility of our 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 option-pricing 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. Determining these assumptions are
subjective and complex, and therefore, a change in the assumptions utilized
could impact the calculation of the fair value of our stock options. A
hypothetical change of five percentage points applied to the volatility
assumption used to determine the fair value of the fiscal year 2022 stock option
grants would result in approximately a $2.5 million change in total pre-tax
stock-based compensation expense for the fiscal year 2022 grants, which would be
amortized over the vesting period. A hypothetical change of one year in the
expected life assumption used to determine the fair value of the fiscal year
2022 stock option grants would result in approximately a $1.0 million change in
the total pre-tax stock-based compensation expense for the fiscal year 2022
grants, which would be amortized over the vesting period. A hypothetical change
of one percentage point in the forfeiture rate assumption used for the fiscal
year 2022 stock option grants would result in approximately a $0.1 million
change in the total pre-tax stock-based compensation expense for the fiscal year
2022 grants, which would be amortized over the vesting period. A hypothetical
one-half percentage point change in the dividend yield assumption used to
determine the fair value of the fiscal year 2022 stock option grants would
result in approximately a $1.0 million change in the total pre-tax stock-based
compensation expense for the fiscal year 2022 grants, which would be amortized
over the vesting period.
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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 generally accepted accounting principles ("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.

Revenue

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 2 "Summary
of Significant Accounting Policies" and Note 3, "Revenue Recognition" to our
Consolidated Financial Statements under Item 8 of Part II of this Annual Report
on Form 10-K.

Record growth and growth in domestic trade

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 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. 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.
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The key performance indicators for the fiscal years ended June 30, 2022, and
2021, are as follows:


                                Select Operating Metrics

                                  Years Ended June 30,
                                     2022                2021
Record Growth
  Equity proxy                                 18  %     26  %
  Mutual fund interims                         14  %     10  %

Internal Trade Growth                           1  %     12  %



RESULTS OF OPERATIONS

The following discussions of Analysis of Consolidated Statements of Earnings and
Analysis of Reportable Segments refer to the fiscal year ended June 30, 2022
compared to the fiscal year ended June 30, 2021. The Analysis of 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 Consolidated Statements of Earnings. Discussions of
Analysis of Consolidated Statements of Earnings and Analysis of Reportable
Segments for the fiscal year ended June 30, 2021 compared to the fiscal year
ended June 30, 2020 is disclosed in Part II, "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations" of the 2021
Annual Report.

The following references are used in discussions of analysis of consolidated statements of income 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.

"Gain on Acquisition-Related Financial Instrument" represents a non-operating
gain on a financial instrument designed to minimize the Company's foreign
exchange risk associated with the acquisition of Itiviti (the "Itiviti
Acquisition"), as well as certain other non-operating financing costs associated
with the Itiviti Acquisition.

“Organic growth” is a component of recurring royalty income and generally reflects year-over-year changes in existing services to our existing customers’ multi-year contracts beyond the initial twelve-month period during which it was included in net new business.

“Investment gains” represent non-operating, non-cash gains on private placements.

"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.

"Real Estate Realignment and Covid-19 Related Expenses" are comprised of two
major components: Real Estate Realignment Expenses, and Covid-19 Related
Expenses. Real Estate Realignment Expenses are expenses associated with the exit
of certain of the Company's leased facilities in response to the Covid-19
pandemic, which consist of the impairment of certain right of use assets,
leasehold improvements and equipment, as well as other related facility exit
expenses directly resulting from, and attributable to, the exit of these leased
facilities. Covid-19 Related Expenses are direct and incremental expenses
incurred by the Company to protect the health and safety of Broadridge
associates during the Covid-19 outbreak, including expenses associated with
monitoring the temperatures for associates entering our facilities, enhancing
the safety of our office environment in preparation for workers to return to
Company facilities on a more regular basis, ensuring proper social distancing in
our production facilities, personal protective equipment, enhanced cleaning
measures in our facilities, and other safety related expenses.

"Russia-Related Exit Costs" are direct and incremental costs associated with the
Company's wind down of business activities in Russia in response to Russia's
invasion of Ukraine, including relocation-related expenses of impacted
associates.

“Software Fee” represents a charge for an internal-use software product that is no longer expected to be used.

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The following definitions describe company income:

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. During fiscal
year 2022, mutual fund proxy fee revenues were 57% greater than the prior fiscal
year. During fiscal year 2021, mutual fund proxy fee revenues were 17% greater
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 revenue primarily includes revenue related to the physical mailing of proxy materials, interim communications, transaction reporting, client communications and fulfillment services, and 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, 2022, we are reporting Closed sales
net of a 5.0% allowance adjustment. For the fiscal year ended June 30, 2021, 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.

For the fiscal years ended June 30, 2022 and 2021, Closed sales were $281.9
million and $232.1 million, respectively. The fiscal years ended June 30, 2022
and 2021, are net of an allowance adjustment of $14.8 million and $12.2 million,
respectively.
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RECENT DEVELOPMENTS

Global pandemic

The Covid-19 pandemic 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
to the Covid-19 pandemic, we have taken, and expect to continue to take,
measures designed to protect the health of our employees and to minimize our
operational disruption and resulting provision of services to our clients.

In fiscal year 2022, 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.
See the risk factor titled "The Covid-19 pandemic may negatively impact our
business, results of operations and financial performance" in Part I, Item 1A
"Risk Factors" in this Annual Report.

conflict in Ukraine

We are monitoring the events related to Russia's invasion of Ukraine and have
been actively managing any exposure we may have through a cross-functional
taskforce that includes members of our senior management. We have historically
had a limited presence in Russia, and we have no presence in Ukraine. We do not
store any client data in Russia. Prior to the conflict, we had approximately 280
associates in St. Petersburg, Russia who provide software development and
support services for several of our GTO products, less than 2% of our total
associates. We have historically provided services to a very small number of
Russian entities and subsidiaries of Russian entities. The revenues from those
services represented less than 0.1% of our total revenues in fiscal year 2021
and our outstanding accounts receivable from these entities is de minimis. We
are in the process of terminating and winding down these relationships and
closing our operations in Russia. We are monitoring and believe we are in
compliance with all global sanctions arising out of Russia's invasion of
Ukraine. We are taking steps to move the services provided in Russia to other
locations in Europe and Asia. We have taken actions to enhance our information
security defenses in response to the Ukraine conflict. We do not expect the
Ukraine conflict and the actions we are taking in response to have a material
impact on our core operations or financial results.


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ANALYSIS OF CONSOLIDATED INCOME STATEMENTS

Fiscal 2022 vs. Fiscal 2021

The table below presents data from the consolidated statements of income for the years ended June 30, 2022 and 2021, and dollar and percentage changes between periods:

                                                                                           Years Ended June 30,
                                                                                                                             Change
                                                               2022                            2021             ($)                   (%)
                                                                                (in millions, except for per share amounts)
Revenues                                                 $     5,709.1                     $ 4,993.7          $ 715.3                 14
Cost of revenues                                               4,116.9                       3,570.8            546.2                 15
Selling, general and administrative expenses                     832.3                         744.3             88.0                 12
    Total operating expenses                                   4,949.2                       4,315.0            634.2                 15

Operating income                                                 759.9                         678.7             81.1                 12
Margin                                                            13.3  %                       13.6  %                             (0.3)   pts
Interest expense, net                                            (84.7)                        (55.2)           (29.4)                53
Other non-operating income (expenses), net                        (3.0)                         72.7            (75.7)                   NM
Earnings before income taxes                                     672.2                         696.2            (24.0)                (3)
Provision for income taxes                                       133.1                         148.7            (15.6)               (10)
Effective tax rate                                                19.8  %                       21.4  %                             (1.6)   pts
Net earnings                                             $       539.1                     $   547.5          $  (8.4)                (2)
Basic earnings per share                                 $        4.62                     $    4.73          $ (0.11)                (2)
Diluted earnings per share                               $        4.55                     $    4.65          $ (0.10)                (2)

Weighted average number of shares outstanding:

    Basic                                                            116.7                        115.7
    Diluted                                                          118.5                        117.8


NM - Not meaningful

Revenues

The table below presents Consolidated Statements of Earnings data for the fiscal
years ended June 30, 2022 and 2021, and the dollar and percentage changes
between periods:

                                                                             Years Ended June 30,
                                                                                                        Change
                                                      2022                2021                   $                    %
                                                                                ($ in millions)
Recurring fee revenues                            $  3,749.3          $  3,228.3          $       521.1                 16
Event-driven fee revenues                              269.6               235.5                   34.1                 14
Distribution revenues                                1,717.6             1,549.5                  168.1                 11
Foreign currency exchange                              (27.4)              (19.5)                  (7.9)                41
    Total                                         $  5,709.1          $  4,993.7          $       715.3                 14

                                                                               Points of Growth
                                                     Net New            Internal
                                                    Business             Growth             Acquisitions            Total
Recurring fee revenue Growth Drivers                       4pts                5pts                   7pts              16  %



                                       36
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Revenues have increased $715.3 millioni.e. 14%, to $5,709.1 million of $4,993.7 million.

•Recurring fee revenues increased $521.1 million inclusive of 4pts of growth
from onboarding of Net New Business, and 5pts from Internal Growth. The growth
in Net New Business contributed to growth in both ICS and GTO recurring fee
revenues, while Internal Growth contributed 5pts driven by higher volumes in our
ICS business from equity proxy Record Growth of 18% and mutual fund interims
Record Growth of 14%. Growth from acquisitions was 7pts, most notably from our
recent Itiviti Acquisition which closed in May 2021.

• Increase in revenue from event-related costs $34.1 millionor 14%, primarily due to increased mutual fund proxy activity.

• Higher distribution revenues of $168.1 million were mainly driven by the increase in mail volumes from $93.9 millionprimarily customer communications, and
$74.2 million driven by higher postage rates.

Total operating expenses. Operating expenses increased $634.2 million, or 15%,
to $4,949.2 million from $4,315.0 million as a result of an increase in both
cost of revenues and selling, general and administrative expenses:

•Cost of revenues - The increase of $546.2 million in cost of revenues primarily
reflects the impact of operating costs from acquisitions and related
amortization expense totaling $235.2 million primarily driven by the Itiviti
Acquisition in May of 2021, and higher volume related expenses including postage
and distribution costs, and Nominees remittances, totaling $209.2 million due to
higher Investor Communication Solutions segment revenues.

•Selling, general and administrative expenses - The increase of $88.0 million in
selling, general, and administrative expenses primarily reflects the impact of
acquisitions of $55.5 million primarily driven by the Itiviti Acquisition in May
of 2021, and higher compensation of $38.2 million.

Interest expense, net. Interest expenses, net, was $84.7 million, an increase of
$29.4 million from $55.2 million in the fiscal year ended June 30, 2021. The
increase of $29.4 million was primarily due to an increase in debt outstanding
related to the Itiviti Acquisition.

Other non-operating income (expenses), net. Other non-operating expense, net for
the fiscal year ended June 30, 2022 was $3.0 million, a decrease of $75.7
million, compared to $72.7 million of Other non-operating income, net for the
fiscal year ended June 30, 2021. The decrease was primarily due to the Gain on
Acquisition-Related Financial Instrument of $62.1 million in the prior year
period.

Provision for income taxes.

• Effective tax rate for the year ended June 30, 2022 – 19.8%.

• Effective tax rate for the year ended June 30, 2021 – 21.4%.

The decrease in the effective tax rate for the fiscal year ended June 30, 2022
compared to the fiscal year ended June 30, 2021 was driven by higher total
discrete tax items, in addition to higher excess tax benefits related to equity
compensation, compared to the prior year period.

REPORTABLE SEGMENT ANALYSIS

Broadridge has two segments to report: (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.
                                       37

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Revenues

                                                 Years Ended June 30,
                                                                       Change
                                      2022           2021            $          %
                                                    ($ in millions)

Investor Communication Solutions $4,262.1 $3,827.0 $435.1

11

Technology and global operations 1,474.4 1,186.2 288.2

   24
Foreign currency exchange              (27.4)         (19.5)        (7.9)      41
   Total                           $ 5,709.1      $ 4,993.7      $ 715.3       14




Earnings Before Income Taxes

                                               Years Ended June 30,
                                                                   Change
                                     2022         2021           $          %
                                                  ($ in millions)
Investor Communication Solutions   $ 726.3      $ 596.0      $ 130.2        22
Global Technology and Operations     139.5        200.3        (60.8)      (30)
Other                               (188.9)       (90.1)       (98.8)      110
Foreign currency exchange             (4.7)       (10.1)         5.4       (53)
   Total                           $ 672.2      $ 696.2      $ (24.0)       (3)

The amortization amount of acquired intangible assets and purchased intellectual property by segment is as follows:

                                                Years Ended June 30,
                                                                    Change
                                     2022         2021           $           %
                                                   ($ in millions)
Investor Communication Solutions   $  69.3      $  86.8      $ (17.5)       (20)
Global Technology and Operations     189.3         67.6        121.7        180
Other                                    -          1.5         (1.5)      (100)
Foreign currency exchange             (8.4)        (2.3)        (6.1)          NM
   Total                           $ 250.2      $ 153.7      $  96.5         63


NM - Not meaningful

Investor Communication Solutions

Fiscal 2022 vs. Fiscal 2021

Revenues increased $435.1 million to $4,262.1 million from $3,827.0 million, and
earnings before income taxes increased $130.2 million to $726.3 million from
$596.0 million.
                                       38

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                                                                               Years Ended June 30,
                                                                                                               Change
                                                      2022                    2021                     $                     %
                                                                                  ($ in millions)
Revenues
Recurring fee revenues                         $       2,275.0          $      2,042.1          $       232.9                  11
Event-driven fee revenues                                269.6                   235.5                   34.1                  14
Distribution revenues                                  1,717.6                 1,549.5                  168.1                  11
    Total                                      $       4,262.1          $      3,827.0          $       435.1                  11

Earnings before Income Taxes
Earnings before income taxes                   $         726.3          $        596.0          $       130.2                  22
Pre-tax Margin                                            17.0  %                 15.6  %

                                                                                 Points of Growth
                                                Net New Business         Internal Growth          Acquisitions             Total
Recurring fee revenue Growth Drivers                         5pts                    7pts                   0pts               11  %


For the year ended June 30, 2022:

•Recurring commission income increased by 11% thanks to 5 pts of Net New Business and 7 pts of organic growth. Organic growth was driven by higher volumes, including record indirect equity growth of 18% and record mutual fund intermediary growth of 14%.

•Event fee revenue increased by 14%, primarily due to increased volume of mutual fund proxy activity.

• Higher distribution revenues of $168.1 million were mainly driven by the increase in mail volumes from $93.9 millionprimarily customer communications, and
$74.2 million driven by higher postage rates.

•The earnings increase of $130.2 million, or 22% to $726.3 million was driven by
higher recurring and event-driven fee revenues. Segment operating expenses rose
9%, or $304.8 million, to $3,535.8 million, primarily driven by distribution and
other revenue related expenses. Amortization expense from acquired intangibles
decreased by $17.5 million to $69.3 million from $86.8 million in the prior
period.

•Pre-tax margins increased by 1.4 percentage points to 17.0% from 15.6%.

                                       39

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Global Technology and Operations

Fiscal 2022 vs. Fiscal 2021

Revenues increased $288.2 million to $1,474.4 million from $1,186.2 million, and
earnings before income taxes decreased $60.8 million to $139.5 million from
$200.3 million.

                                                                            Years Ended June 30,
                                                                                                            Change
                                                   2022                    2021                     $                     %
                                                                               ($ in millions)
Revenues
Recurring fee revenues                      $       1,474.4          $      1,186.2          $       288.2                  24

Earnings before Income Taxes
Earnings before income taxes                $         139.5          $        200.3          $       (60.8)                (30)
Pre-tax Margin                                          9.5  %                 16.9  %

                                                                              Points of Growth
                                             Net New Business         Internal Growth          Acquisitions             Total
Recurring fee revenue Growth Drivers                      4pts                     1pt                  19pts               24  %


For the year ended June 30, 2022:

•Recurring fee revenues increased $288.2 million, or 24%, to $1,474.4 million.
The growth was driven by 19pts of growth from acquisitions, primarily Itiviti,
as well as 4pts of Net New Business from onboarding of new clients.

•The earnings decrease of $60.8 million was primarily driven by $290.7 million
in operating costs from acquisitions primarily as a result of the Itiviti
Acquisition, as compared to revenue from acquisitions of $228.2 million.
Amortization expense from acquired intangibles increased by $121.7 million to
$189.3 million in fiscal year 2022 from $67.6 million in the prior year period.

•Pre-tax margins decreased by 7.4 percentage points to 9.5% from 16.9%.

Other

Loss before income taxes was $188.9 million for the fiscal year ended June 30,
2022, an increase of $98.8 million, or 110%, compared to $90.1 million for the
fiscal year ended June 30, 2021.

•The increased loss before income taxes was primarily due to (i) the absence of
the Gain on Acquisition-Related Financial Instrument of $62.1 million in the
prior year period, and (ii) higher interest expense of $29.4 million due to an
increase in average debt outstanding related to the Itiviti Acquisition.

Explanation and reconciliation of the company’s use of non-GAAP financial measures

The Company's results in this Annual Report on Form 10-K are presented in
accordance with U.S. GAAP except where otherwise noted. In certain
circumstances, Non-GAAP results have been presented. 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.
                                       40

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The Company believes our Non-GAAP financial measures help investors understand
how management plans, measures and evaluates the Company's business performance.
Management believes that Non-GAAP measures provide consistency in its financial
reporting and facilitates investors' understanding of the Company's operating
results and trends by providing an additional basis for comparison. Management
uses these Non-GAAP financial measures to, among other things, evaluate our
ongoing operations, for internal planning and forecasting purposes and in the
calculation of performance-based compensation. In addition, and as a consequence
of the importance of these Non-GAAP financial measures in managing our business,
the Company's Compensation Committee of the Board of Directors incorporates
Non-GAAP financial measures in the evaluation process for determining management
compensation.

Adjusted operating profit, Adjusted operating profit margin, Adjusted net profit and Adjusted earnings per share

These Non-GAAP measures reflect Operating income, Operating income margin, Net
earnings, and Diluted earnings per share, as adjusted to exclude the impact of
certain costs, expenses, gains and losses and other specified items 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) Real Estate Realignment and Covid-19 Related
Expenses, (iv) Russia-Related Exit Costs, (v) Investment Gains, (vi) Software
Charge, and (vii) Gain 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. Real Estate
Realignment and Covid-19 Related Expenses are comprised of two major components:
Real Estate Realignment Expenses, and Covid-19 Related Expenses. Real Estate
Realignment Expenses are expenses associated with the exit of certain of the
Company's leased facilities in response to the Covid-19 pandemic, which consist
of the impairment of certain right of use assets, leasehold improvements and
equipment, as well as other related facility exit expenses directly resulting
from, and attributable to, the exit of these leased facilities. Covid-19 Related
Expense are direct and incremental expenses incurred by the Company to protect
the health and safety of Broadridge associates during the Covid-19 outbreak,
including expenses associated with monitoring the temperatures for associates
entering our facilities, enhancing the safety of our office environment in
preparation for workers to return to Company facilities on a more regular basis,
ensuring proper social distancing in our production facilities, personal
protective equipment, enhanced cleaning measures in our facilities, and other
safety related expenses. Russia-Related Exit Costs are direct and incremental
costs associated with the Company's wind down of business activities in Russia
in response to Russia's invasion of Ukraine, including relocation-related
expenses of impacted associates. Investment Gains represent non-operating,
non-cash gains on privately held investments. Software Charge represents a
charge related to an internal use software product that is no longer expected to
be used. Gain on Acquisition-Related Financial Instrument represents a
non-operating gain on a financial instrument designed to minimize the Company's
foreign exchange risk associated with the Itiviti Acquisition, as well as
certain other non-operating financing costs associated with the Itiviti
Acquisition.

We exclude Acquisition and Integration Costs, Real Estate Realignment and
Covid-19 Related Expenses, Russia-Related Exit Costs, Investment Gains, the
Software Charge, and the Gain 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 movement of capital

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.
                                       41

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Below is a reconciliation of these non-GAAP measures to the most directly comparable (unaudited) GAAP measures:

                                                                                      Years ended June 30,
                                                                                     2022               2021
                                                                                         (in millions)
Operating income (GAAP)                                                         $        759.9       $     678.7
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property                 250.2             153.7
Acquisition and Integration Costs                                                         24.5              18.1
Real Estate Realignment and Covid-19 Related Expenses (a)                                 30.5              45.3
Russia-Related Exit Costs                                                               1.4                 -
Software Charge                                                                              -               6.0
Adjusted Operating income (Non-GAAP)                                            $      1,066.4       $     901.8
Operating income margin (GAAP)                                                         13.3  %           13.6  %
Adjusted Operating income margin (Non-GAAP)                                            18.7  %           18.1  %


                                                                                             Years ended June 30,
                                                                                            2022                  2021
                                                                                                (in millions)
Net earnings (GAAP)                                                                  $     539.1               $ 547.5

Adjustments:

Amortization of acquired intangible assets and purchased intellectual property

                250.2                 153.7
Acquisition and Integration Costs                                                           24.5                  18.1
Real Estate Realignment and Covid-19 Related Expenses (a)                                   30.5                  45.3
Russia-Related Exit Costs                                                                    1.4                     -
Software Charge                                                                                -                   6.0
Investment Gains                                                                           (14.2)                 (8.7)
Gain on Acquisition-Related Financial Instrument                                               -                 (62.1)
   Subtotal of adjustments                                                                 292.3                 152.2
Tax impact of adjustments (c)                                                              (65.7)                (33.2)
Adjusted Net earnings (Non-GAAP)                                                     $     765.7               $ 666.5


                                                                                          Years ended June 30,
                                                                                          2022               2021

Diluted earnings per share (GAAP)                                                    $      4.55          $  4.65
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property                    2.11             1.30
Acquisition and Integration Costs                                                           0.21             0.15
Real Estate Realignment and Covid-19 Related Expenses (b)                                   0.26             0.38
Russia-Related Exit Costs                                                                   0.01                -
Software Charge                                                                                -             0.05
Investment Gains                                                                           (0.12)           (0.07)
Gain on Acquisition-Related Financial Instrument                                               -            (0.53)
   Subtotal of adjustments                                                                  2.47             1.29
Tax impact of adjustments (c)                                                              (0.55)           (0.28)
Adjusted earnings per share (Non-GAAP)                                               $      6.46          $  5.66


                                       42
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(a) Real Estate Realignment Expenses were $23.0 million and $29.6 million for
the fiscal years ended June 30, 2022 and 2021, respectively. Covid-19 Related
Expenses were $7.5 million and $15.7 million for the fiscal years ended June 30,
2022 and 2021, respectively.

(b) Real Estate Realignment Expenses impacted Adjusted earnings per share by
$0.19 and $0.25 for the fiscal years ended June 30, 2022 and 2021, respectively.
Covid-19 Related Expenses impacted Adjusted earnings per share by $0.06 and
$0.13 for the fiscal years ended June 30, 2022 and 2021, respectively.

(c) Calculated using the GAAP effective tax rate, adjusted to exclude $18.1
million of excess tax benefits ("ETB") associated with stock-based compensation
for the fiscal year ended June 30, 2022, and $16.9 million of ETB associated
with stock-based compensation for the fiscal year ended June 30, 2021. The tax
impact of adjustments also excludes approximately $10.6 million of Acquisition
and Integration Costs for the fiscal year ended June 30, 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.

                                                                                      Years ended June 30,
                                                                                     2022                  2021
                                                                                         (in millions)
Net cash flows provided by operating activities (GAAP)                        $     443.5               $ 640.1
Capital expenditures and Software purchases and capitalized internal
use software                                                                        (73.1)               (100.7)
Proceeds from asset sales                                                               -                  18.0
Free cash flow (Non-GAAP)                                                     $     370.4               $ 557.3


FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents consisted of the following items:

                                               June 30,
                                          2022         2021
                                            (in millions)

Cash and cash equivalents:
Domestic cash                           $  43.4      $  40.9

Cash held by foreign subsidiaries 114.3 159.8 Cash held by regulated entities

            67.0         73.8

Cash and cash equivalents $224.7 $274.5


At June 30, 2022 and 2021, Cash and cash equivalents were $224.7 million and
$274.5 million, respectively. Total stockholders' equity was $1,919.1 million
and $1,809.1 million at June 30, 2022 and 2021, respectively. 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.
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.
                                       43

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Outstanding borrowings and available capacity under the Company’s borrowing agreements were as follows:

                                                             Principal amount        Carrying value        Carrying value           Unused
                                      Expiration              outstanding at           at June 30,           at June 30,          Available          Fair Value at
                                         Date                 June 30, 2022               2022                  2021               Capacity          June 30, 2022
                                                                                                          (in millions)
Long-term debt
Fiscal 2021 Revolving Credit
Facility:
U.S. dollar tranche                   April 2026            $          25.0          $       25.0          $       20.0          $ 1,075.0          $       25.0
Multicurrency tranche                 April 2026                          -                     -                  94.4              400.0                     -
Total Revolving Credit Facility                             $          25.0          $       25.0          $      114.4          $ 1,475.0          $       25.0

Fiscal 2021 Term Loans                 May 2024             $       1,540.0          $    1,535.8          $    1,543.4          $       -          $    1,540.0

Fiscal 2016 Senior Notes              June 2026             $         500.0          $      497.4          $      496.7          $       -          $      484.3
Fiscal 2020 Senior Notes            December 2029                     750.0                 743.4                 742.5                  -                 658.0
Fiscal 2021 Senior Notes               May 2031                     1,000.0                 991.5                 990.6                  -                 837.5
Total Senior Notes                                          $       2,250.0          $    2,232.3          $    2,229.8          $       -          $    1,979.8

Total debt                                                  $       3,815.0          $    3,793.0          $    3,887.6          $ 1,475.0          $    3,544.8


Future principal payments on the Company’s outstanding debt are as follows:

Years ending June 30,       2023        2024         2025       2026        2027      Thereafter        Total
(in millions)              $  -      $ 1,540.0      $  -      $ 525.0      $  -      $  1,750.0      $ 3,815.0


The Company has a $1.5 billion five-year revolving credit facility (the "Fiscal
2021 Revolving Credit Facility"), which is comprised of a $1.1 billion U.S.
dollar tranche and a $400.0 million multicurrency tranche. Under the Fiscal 2021
Revolving Credit Facility, 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).

In March 2021, the Company entered into a term credit agreement, as amended on
December 23, 2021 ("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 "Fiscal 2021 Term Loans"). The Tranche 1 Loans were repaid in
full in May 2021. The Tranche 2 Loans will mature in May 2024 on the third
anniversary of the Funding Date. The proceeds of the Fiscal 2021 Term Loans were
used by the Company to solely finance the Itiviti Acquisition and pay certain
fees and expenses in connection therewith. Interest on the outstanding portion
of the Fiscal 2021 Term Loans bears 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).

In June 2016, the Company completed an offering of $500.0 million in aggregate
principal amount of senior notes (the "Fiscal 2016 Senior Notes"). Interest on
the Fiscal 2016 Senior Notes is payable semiannually on June 27 and December 27
of each year based on a fixed per annum rate equal to 3.40%. In December 2019,
the Company completed an offering of $750.0 million in aggregate principal
amount of senior notes (the "Fiscal 2020 Senior Notes"). Interest on the Fiscal
2020 Senior Notes is payable semiannually on June 1 and December 1 of each year
based on a fixed per annum rate equal to 2.90%. In May 2021, the Company
completed an offering of $1 billion in aggregate principal amount of senior
notes (the "Fiscal 2021 Senior Notes"). Interest on the Fiscal 2021 Senior Notes
is payable semi-annually in arrears on May 1 and November 1 of each year based
on a fixed per annum rate equal to 2.60%.
                                       44

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The Fiscal 2021 Revolving Credit Facility, Fiscal 2021 Term Loans, Fiscal 2016
Senior Notes, Fiscal 2020 Senior Notes and Fiscal 2021 Senior Notes are senior
unsecured obligations of the Company and are ranked equally in right of payment.

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 13, "Borrowings" to our Consolidated Financial Statements
under Item 8 of Part II of this Annual Report on Form 10-K for a more detailed
discussion.

Cash Flows

Fiscal 2022 vs. Fiscal 2021

                                                                                Years Ended June 30,
                                                                     2022              2021             $ Change
                                                                                   (in millions)

Net cash flows provided by operating activities                   $ 443.5          $   640.1          $  (196.6)
Net cash flows used in investing activities                        (110.4)          (2,653.7)           2,543.3

Net cash provided by (used in) financing activities (370.8)

          1,797.8           (2,168.5)

Effect of changes in exchange rates on Cash and cash equivalents (12.2)

             13.8              (26.0)
Net change in Cash and cash equivalents                           $ (49.9)  

$(202.1) $152.2

Free cash flow:
Net cash flows provided by operating activities (GAAP)            $ 443.5          $   640.1          $  (196.6)
Capital expenditures and Software purchases and capitalized
internal use software                                               (73.1)            (100.7)              27.6
Proceeds from asset sales                                               -               18.0              (18.0)
Free cash flow (Non-GAAP)                                         $ 370.4          $   557.3          $  (186.9)


The decrease in cash provided by operating activities of $196.6 million was
primarily due to increased scaling of client-related platform implementation and
development as well as higher cash used in working capital, partially offset by
higher net non-cash add-backs including higher amortization of acquired
intangibles and purchased intellectual property.

The decrease in cash used in investing activities of $2,543.3 million primarily
reflects lower acquisition spend in fiscal year 2022 compared to the prior year
period, most notably the Itiviti Acquisition, partially offset by the fiscal
year 2021 $66.7 million forward foreign exchange derivative inflow associated
with the Itiviti Acquisition that did not recur in fiscal year 2022.

The increase in cash used in financing activities of $2,168.5 million primarily
reflects lower borrowings net of repayments, most notably to finance the Itiviti
Acquisition in the prior year period.

Income taxes

The Company, headquartered in the U.S., is routinely examined by the IRS and is
also routinely examined by the tax authorities in the U.S. states and foreign
countries in which it conducts business. The tax years under audit examination
vary by tax jurisdiction. The Company regularly considers the likelihood of
assessments in each of the jurisdictions resulting from examinations. To the
extent the Company determines it has potential tax assessments in particular tax
jurisdictions, the Company has established tax reserves which it believes are
adequate in relation to the potential assessments. Once established, reserves
are adjusted when there is more information available, when an event occurs
necessitating a change to the reserves or the statute of limitations for the
relevant taxing authority to examine the tax position has expired. The
resolution of tax matters should not have a material effect on the financial
condition of the Company or on the Company's Consolidated Statements of Earnings
for a particular future period.
                                       45

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Defined benefit pension plans

The Company sponsors a Supplemental Officer Retirement Plan (the "SORP"). The
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 SORP was closed
to new participants beginning in fiscal year 2015. The Company also sponsors a
Supplemental Executive Retirement Plan (the "SERP"). The 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 SERP was closed to
new participants beginning in fiscal year 2015.

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 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 $55.6 million at June 30, 2022
and $62.6 million at June 30, 2021 and are included in Other non-current assets
in the accompanying Consolidated Balance Sheets.

The benefit obligation to the Company under these plans at June 30, 2022 and
2021 was:

                                           Years ended June 30,
                                             2022               2021
                                               (in millions)
                       SORP          $      51.6              $ 59.5
                       SERP                  5.4                 6.4
                          Total      $      57.0              $ 65.9

Other post-retirement benefit plan

The Company sponsors a health insurance plan for retired executives. This is a post-employment benefit plan under which the Company helps defray the health care costs of certain retired executives and eligible dependents, based on age and years pensioners’ service until they reach the age of 65. is currently unfunded.

The benefit obligation to the Company under this plan at June 30, 2022 and 2021
was:

                                                           Years ended June 30,
                                                              2022              2021
                                                               (in millions)
        Executive Retiree Health Insurance Plan      $      4.0             

$3.7

Other post-employment benefit obligations

The Company sponsors certain non-US benefit-related plans covering certain eligible international employees who are eligible under the terms of their employment in their respective countries. These plans are generally unfunded.

The benefit obligation to the Company under these plans at June 30, 2022 and
2021 was:

                                                         Years ended June 30,
                                                            2022              2021
                                                             (in millions)
          Other Non-US Benefits-Related Plans      $      9.8                $ 9.1


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Contractual obligations

The following table summarizes our contractual obligations to third parties as
of June 30, 2022 and the effect such obligations are expected to have on our
liquidity and cash flows in future periods:

                                                                                             Payments Due by Period
                                                                             Less than 1                                                       After 5
                                                           Total                Year                 1-3 Years             4-5 Years            Years
                                                                                                   (in millions)
Debt(1)                                                 $ 3,815.0         

$- $1,540.0 $525.0 $1,750.0
Interest and credit commission on debt(2)

                        539.6                 105.3                   167.6               114.4              152.3
Facility and equipment operating leases(3)                  309.0                  48.2                    80.7                64.1              116.0
Purchase obligations(4)                                     655.2                 151.7                   241.8               187.7               73.9
Acquisition deferred payments(5)                              3.2                   3.2                       -                   -                  -
Capital commitment to fund investment(6)                        -                     -                       -                   -                  -
Uncertain tax positions(7)                                      -                     -                       -                   -                  -
Total(8)                                                $ 5,322.0          $      308.5          $      2,030.1          $    891.2          $ 2,092.2


(1)These amounts represent the principal repayments of Long-term debt and are
included on our Consolidated Balance Sheets. See Note 13, "Borrowings" to our
Consolidated Financial Statements under Item 8 of Part II of this Annual Report
on Form 10-K for additional information about our Borrowings and related
matters.

(2) Includes estimated future interest payments on our long-term debt and interest and facility fees on the revolving credit facility.

(3)We enter into operating leases in the normal course of business relating to
facilities and equipment. The majority of our lease agreements have fixed
payment terms based on the passage of time. Certain facility and equipment
leases require payment of maintenance, real estate taxes and related executory
costs, and contain escalation provisions based on future adjustments in price
indices. Our future operating lease obligations could change if we exit certain
contracts and if we enter into additional operating lease agreements. See Note
8, "Leases" to our Consolidated Financial Statements under Item 8 of Part II of
this Annual Report on Form 10-K for additional information about our Leases and
related matters.

(4)Purchase obligations relate to payments to Kyndryl, Inc. related to the
Amended IT Services Agreement (as described below) that expires in fiscal year
2027, the Private Cloud Agreement (as described below) that expires in fiscal
year 2030, the Amended EU IT Services Agreement (as described below) that
expires in fiscal year 2029, the AWS Cloud Agreement (as described below) that
expires in fiscal year 2027, as well as software license agreements including
hosted software arrangements, and software and hardware maintenance and support
agreements, and certain other related arrangements. Purchase obligations also
includes $25.4 million of other liabilities recorded on the Company's
Consolidated Balance Sheet as of June 30, 2022.

(5) Deferred payment obligation primarily associated with the Corporation’s acquisition of AdvisorStream.

(6)The Company has a future commitment to fund $0.9 million to an investee that
is not included in the table above due to the uncertainty of the timing of this
future payment.

(7)Due to the uncertainty related to the timing of the reversal of uncertain tax
positions, only uncertain tax benefits related to certain settlements have been
provided in the table above. The Company is unable to make reasonably reliable
estimates related to the timing of the remaining gross unrecognized tax benefit
liability of $61.4 million (inclusive of interest). See Note 17, "Income Taxes"
to our Consolidated Financial Statements under Item 8 of Part II of this Annual
Report on Form 10-K for further detail.

(8)Certain post-employment benefit obligations presented in our consolidated balance sheets for an amount of $70.8 million of the June 30, 2022 have not been included in the table above due to uncertainty about the timing of these future payments.

                                       47

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Data Center Agreements

In March 2010, the Company and International Business Machines Corporation
("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. 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. On July 28, 2021, the Company entered into a
novation agreement with IBM (the "U.S. Novation Agreement") pursuant to which
IBM novated the Amended IT Services Agreement to Kyndryl, Inc., an entity formed
in connection with IBM's spin-off of its managed infrastructure services
business ("Kyndryl"), effective September 1, 2021. Fixed minimum commitments
remaining under the Amended IT Services Agreement at June 30, 2022 are $145.8
million through fiscal year 2027, the final year of the Amended IT Services
Agreement.

In December 2019, the Company and IBM entered into an information technology
agreement for private cloud services (the "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 Private Cloud Agreement has an initial term of approximately 10
years and three months, expiring on March 31, 2030. As a result of the Private
Cloud Agreement, the Company transferred certain of its employees in April 2020
to IBM and its affiliates, and such transferred employees are expected to
continue providing services to the Company on behalf of IBM under the Private
Cloud Agreement. Pursuant to the 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 and
Maintenance Contracts to IBM closed on September 30, 2020 for a selling price of
$18.0 million. On July 28, 2021, IBM novated the Private Cloud Agreement to
Kyndryl, effective September 1, 2021, pursuant to the U.S. Novation Agreement.
Fixed minimum commitments remaining under the Private Cloud Agreement at
June 30, 2022 are $175.2 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-premises 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. On August 19, 2021, the Company entered into a
novation agreement with IBM UK pursuant to which IBM UK novated the EU IT
Services Agreement to Kyndryl UK Limited, effective September 1, 2021. Fixed
minimum commitments remaining under the Amended EU IT Services Agreement at
June 30, 2022 are $26.0 million through fiscal year 2029, the final year of the
contract.

The following table summarizes the capitalized costs related to these agreements
as of June 30, 2022:

                                                                    Amended IT
                                                                     Services             Amended EU IT
                                                                    Agreement           Services Agreement          Total
                                                                                        (in millions)
Capitalized costs, beginning balance                             $        62.8          $           9.0          $   71.8
Capitalized costs incurred                                                 0.3                        -               0.3
Impact of foreign currency exchange                                          -                     (1.4)             (1.4)
Total capitalized costs, ending balance                                   63.0                      7.6              70.7
Total accumulated amortization                                           (46.6)                    (5.4)            (52.0)
Net Deferred Kyndryl Costs                                       $        16.4          $           2.3          $   18.7


                                       48
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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 minimums remaining under the AWS Cloud Agreement at June 30,
2022 are $226.8 million in the aggregate through December 31, 2026.

Investments

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 investment in this variable interest
entity totaled $42.7 million as of June 30, 2022, which represents the carrying
value of the Company's investment.

Moreover, from June 30, 2022the Company also has a future commitment to finance $0.9 million to one of the Company’s other holdings.

Other trade 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 June 30, 2022.

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 entered into a series of
cross-currency swap transactions which were designated as a net investment hedge
against a portion of our net investment in our Euro functional subsidiaries. We
were not a party to any outstanding derivative financial instruments at June 30,
2021.

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 Consolidated Statements of Comprehensive Income and will
remain in Accumulated other comprehensive income (loss) in the Consolidated
Balance Sheets until the sale or complete liquidation of the underlying foreign
subsidiary. At June 30, 2022, our position on the cross-currency swaps was an
asset of $101.4 million, and is recorded as part of Other non-current assets on
the 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
Consolidated Statements of Earnings.

In connection with the Itiviti Acquisition in March 2021 we entered into two
derivative instruments designed to mitigate the Company's exposure to the impact
of (i) changes in foreign exchange rates on the Itiviti Acquisition purchase
consideration, and (ii) changes in interest rates on the Fiscal 2021 Senior
Notes.

In March 2021we executed a forward exchange derivative instrument (“Forward”) with an aggregate notional amount of €1.955 billion. The Forward acted as an economic hedge against the impact of euro fluctuations on the Company’s purchase price for the Itiviti Acquisition. We recorded changes in the fair value of the forward contract in other non-operating income (expense), net, in the consolidated statement of income. In May 2021we settled the forward derivative for a cumulative pre-tax gain of $66.7 million.

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Also, we 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
associated with the Fiscal 2021 Senior Notes, which were used to pay down a
portion of the Term Credit Agreement associated with the Itiviti Acquisition.
Accordingly, changes in the fair value of the Treasury Lock were recorded as
part of Other comprehensive income (loss), net each period up to when the
Treasury Lock was settled. In May 2021, the Treasury Lock was settled for a
pre-tax loss of $11.0 million, after which the final settlement loss will be
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, "Summary of Significant Accounting Policies" to our
Consolidated Financial Statements under Item 8 of Part II of this Annual Report
on Form 10-K for a discussion on the impact of the adoption of new accounting
pronouncements.

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