Sentences and paragraphs of BR's Risk Factors and MD&A, 10-K 2026-08-04 against 10-K 2025-08-05.
Each links to the text at sec.gov.
Show the other 39
RewordedRisk Factors
We rely on the United States Postal Service (“USPS”) government-sponsored postal services and other third-party carriers to deliver communications and changes in our relationships with these carriers or an increase in postal rates or shipping costs may adversely impact demand for our products and services and could have an adverse impact on our business and results of operations.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
We may incur non-cash impairment significant charges or losses in the future associated with our portfolio of intangible assets, including goodwill. goodwill and digital assets.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
Furthermore, the changing nature of global privacy laws in the U.S., the European Union and elsewhere could impact our processing of personal information.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
Changes in the business condition (financial or otherwise) of these service providers or vendors could impact their provision of services to us or they may no longer cause them to be able unable to provide services to us at all, which could have a material adverse effect on our business and financial results.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
In fact, over the last three fiscal years we have completed three acquisitions and made strategic investments in seven firms. acquisitions.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
Our business process outsourcing, mutual fund processing processing, registered fund distribution, and transfer agency solutions as well as the entities providing those services are subject to regulatory oversight.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
“Gains or Losses on Digital Assets” represent the unrealized gains or losses, as applicable, related to the mark to market of the Company’s digital asset holdings and the unrealized and realized gains or losses, as applicable, associated with the Canton Digital Asset Treasury transaction. Refer to Note 2, “Summary of Significant Accounting Policies” for further details
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
related to the Company’s accounting for Canton Coins. Refer to Note 8, “Fair Value of Financial Instruments” for details related to realized and unrealized gains or losses.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
“Investment Gain” represents a non-operating, non-cash gain on a privately held investment.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
“Restructuring and Other Related Costs” consists of severance and other costs related to the closure of substantially all operations of a production facility.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
On July 16, 2026, the SEC proposed Regulation E-Delivery, a new rule addressing the investor communications disclosure framework (“Reg E-Delivery” or the “Proposal”). If the Proposal is adopted as proposed, the rule would permit, but not require, entities to use electronic delivery as the default method for delivery of required disclosures, reports, and other regulatory materials under the federal securities laws instead of paper delivery. Reg E-Delivery would not require entities to obtain affirmative consent from their customers or investors before using e-delivery. The Proposal covers all disclosures required to be delivered under the federal securities laws (“covered information”) by corporate issuers, investment advisers, broker-dealers, and transfer agents (“covered entities”) to their current or prospective customers, investors, or shareholders (“covered recipients”), including prospectuses, proxy statements, shareholder reports, and trade confirmations. The Proposal provides for a transition process for those covered recipients who currently receive covered information in paper format, requiring that they receive two paper notices that include the ability to opt out of e-delivery. The Proposal is subject to a 60-day comment period. We are reviewing the impact of the Proposal on our business, however based on our preliminary analysis, if the Proposal is adopted and implemented as proposed, we expect no impact on our financial results in fiscal year 2027. As our clients implement the proposed rule changes, we anticipate a modest decrease in our recurring revenue growth over a two- to three-year period, which we expect to largely offset with new solutions. We also expect a decline in distribution revenues, which should increase our margins. Overall, we anticipate being able to mitigate any adverse impact on our earnings results resulting from Reg E-Delivery.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
We will closely monitor and evaluate the progress of the Proposal and its potential impact on our business. Please see our “Risk Factors” in Part I, Item 1A. of this Annual Report.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
•The increased Earnings before income taxes was primarily due to the non-cash Gains on Digital Assets of $227.0 million and a $22.8 million decline in Interest expense, net which more than offset higher technology spending, including the impact of investments. Refer to Note 8, “Fair Value of Financial Instruments” for details related to the Company’s Canton Coin holdings and the Canton Digital Asset Treasury transaction.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
(iv) Gains or Losses on Digital Assets, which represent the unrealized gains or losses, as applicable, related to the mark to market of the Company’s digital asset holdings and the realized and unrealized gains or losses, as applicable, associated with the Canton Digital Asset Treasury transaction. Refer to Note 2, “Summary of Significant Accounting Policies” for further details related to the Company’s accounting for Canton Coins. Refer to Note 8, “Fair Value of Financial Instruments” for details related to realized and unrealized gains or losses.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
(v) Investment Gain represents a non-operating, non-cash gain on a privately held investment.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
Our financing strategy is designed to maintain adequate liquidity and financial flexibility, support our operating and strategic investment needs, and provide efficient access to capital markets. We maintain a diversified borrowing profile through a mix of debt instruments enabling us to manage our capital structure, funding costs, and refinancing risk. Our borrowings include: the Fiscal 2025 Revolving Credit Facility, Fiscal 2026 Term Loan, Fiscal 2020 Senior Notes, Fiscal 2021 Senior Notes, and Fiscal 2026 Senior Notes, each of which are senior unsecured obligations of the Company and are ranked equally in right of payment.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
Future principal payments on the Company’s outstanding debt are as follows (in millions):
Read it in 10-K 2026-08-04 at sec.gov ↗
RemovedMD&A
In November 2024, the Company acquired SIS to provide wealth management, capital markets, and information technology solutions in Canada. SIS is included in the Company’s GTO reportable segment. Our discussions with the Canadian Competition Bureau are ongoing. In July 2024, the Company acquired CompSci, a provider of cloud-based financial technology software for the preparation and processing of SEC filings for public companies and funds. CompSci is included in the Company’s ICS reportable segment. We acquired these businesses for an aggregate purchase price of $193.5 million.
Read it in 10-K 2025-08-05 at sec.gov ↗
RemovedMD&A
In July 2025, Broadridge announced the proposed acquisition of Acolin Group Holdco Limited (“Acolin”). Acolin is a European provider of cross-border fund distribution and regulatory services. The total purchase price is approximately $70 million plus an additional contingent consideration liability. The acquisition is expected to close in the first half of Broadridge’s 2026 fiscal year, subject to customary closing conditions, including regulatory approvals. Acolin will be included in the Company’s ICS reportable segment.
Read it in 10-K 2025-08-05 at sec.gov ↗
RemovedMD&A
The Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the SEC requirements for Annual Reports on Form 10-K. 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.
Read it in 10-K 2025-08-05 at sec.gov ↗
RemovedMD&A
“Restructuring and Other Related Costs” represent costs associated with the Company’s Corporate Restructuring Initiative to exit and/or realign some of our businesses, streamline the Company’s management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas, in addition to other restructuring activities.
Read it in 10-K 2025-08-05 at sec.gov ↗
RemovedMD&A
“Litigation Settlement Charges” represents reserves established during the third and fourth quarter of 2024 related to the settlement of claims.
Read it in 10-K 2025-08-05 at sec.gov ↗
RemovedMD&A
◦Capital markets rose 6% and 6%, respectively, driven by revenue from new sales and Internal Growth. Internal Growth benefited from higher trading volumes.
Read it in 10-K 2025-08-05 at sec.gov ↗
RemovedMD&A
(iv) Litigation Settlement Charges, which represent reserves established during the third and fourth quarters of fiscal year 2024 related to the settlement of claims. Refer to Note 19, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for further details.
Read it in 10-K 2025-08-05 at sec.gov ↗
RemovedMD&A
Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows:
Read it in 10-K 2025-08-05 at sec.gov ↗
RemovedMD&A
(a) The Fiscal 2016 Senior Notes were reclassified from Long-term debt to Current portion of long-term debt in the fourth quarter of fiscal year 2025 to reflect the remaining maturity of less than one year.
Read it in 10-K 2025-08-05 at sec.gov ↗
RemovedMD&A
The Fiscal 2025 Revolving Credit Facility, Fiscal 2024 Amended Term Loans, Fiscal 2016 Senior Notes, Fiscal 2020 Senior Notes and Fiscal 2021 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment.
Read it in 10-K 2025-08-05 at sec.gov ↗
RewordedMD&A
The increase in cash from operating activities of $115.0 $174.3 million for the fiscal year ended June 30, 2025, 2026, as compared to the fiscal year ended June 30, 2024, 2025, was due to an increase in Net earnings of $141.4 $284.8 million, an increase in cash provided from Accounts receivable of $69.1 million driven reduced by higher cash collections relative to billings, an increase in the non-cash noncash adjustments of $167.1 million, primarily related to a decrease in $231.4 million of Digital asset gains, partially offset by an increase of Deferred income taxes of $114.5 million and a decrease in cash used for client-related implementation costs of $25.2 million included in Other non-current assets. $111.0 million.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
(b)Calculated using the GAAP effective tax rate, adjusted to exclude $20.5 million of excess tax benefits (“ETB”) associated with stock-based compensation for the fiscal year ended June 30, 2025, and $12.9 $2.5 million of ETB associated with stock-based compensation for the fiscal year ended June 30, 2024. 2026, and $20.5 million of ETB associated with stock-based compensation for the fiscal year ended June 30, 2025.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
Other non-operating expenses, income, net for the fiscal year ended June 30, 2025 2026 was $7.1 $245.2 million, compared to $1.7 Other non-operating expenses, net of $7.1 million for the fiscal year ended June 30, 2024. 2025, primarily as a result of non-cash Gains on Digital Assets of $227.0 million in the current year period.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
Amortization of Acquired Intangibles and Purchased Intellectual Property 1.74 1.66 1.68 Acquisition and Integration Costs 0.15 0.03 0.15 Restructuring and Other Related Costs (a) 0.11 0.06 0.53 Litigation Settlement Charges Gains or Losses on Digital Assets (1.94) — 0.15 Investment Gain (0.06) — Subtotal of adjustments — 1.88 2.40 Tax impact of adjustments (b) — (0.43) (0.53) Adjusted earnings per share (Non-GAAP) $ 9.60 $ 8.55 $ 7.73
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
Amortization of Acquired Intangibles and Purchased Intellectual Property 203.6 196.6 200.3 Acquisition and Integration Costs 17.5 18.3 3.9 Restructuring and Other Related Costs (a) 13.2 7.4 63.0 Litigation Settlement Charges Gains or Losses on Digital Assets (227.0) — 18.4 Investment Gain (7.3) Subtotal of adjustments (0.1) 222.3 285.6 Tax impact of adjustments (b) — (50.4) (62.6) Adjusted Net earnings (Non-GAAP) $ 1,124.2 $ 1,011.5 $ 921.2
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
The total estimated pre-tax costs for actions Actions and associated costs related to the closure are approximately $20 million to $25 million and are expected to be were completed by in the end of the second third quarter of fiscal year 2026.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
The decrease in cash from investing financing activities of $168.2 $447.7 million primarily reflects an increase in cash used for acquisitions purchases of $159.2 million and cash used in software purchases and capitalized internal use software treasury stock of $15.5 $468.9 million.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
The decrease in cash from investing activities of $168.2 $135.8 million primarily reflects an increase in cash used for acquisitions of $159.2 $89.2 million and cash used in software purchases and capitalized internal use software for other investing activities of $15.5 million. $48.9 million related to strategic investments.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
Amortization of Acquired Intangibles and Purchased Intellectual Property 203.6 196.6 200.3 Acquisition and Integration Costs 17.5 18.3 3.9 Restructuring and Other Related Costs (a) 13.2 7.4 63.0 Litigation Settlement Charges — 18.4 Adjusted Operating income (Non-GAAP) $ 1,534.8 $ 1,410.9 $ 1,302.8 Operating income margin (GAAP) 17.4 % 17.3 % 15.6 % Adjusted Operating income margin (Non-GAAP) 20.5 % 20.0 20.5 %
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
Year Ended June 30, 2025 2026 Investor Communication Solutions Regulatory Data-Driven Fund Solutions Issuer Customer Communications Total Recurring revenue growth (GAAP) 7% 6% 12% 4 8% 5% 5% 6% 8% Impact of foreign currency exchange 0% 0% (1 0% 0% 0% Recurring revenue growth constant currency (Non-GAAP) 7% 12% 4 8% 5% 5% 5% 6% 8%
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
Year Ended June 30, 2025 2026 Global Technology and Operations Capital Markets Wealth and Investment Management Total Recurring revenue growth (GAAP) 6% 10% 8% 6 11 8 Impact of foreign currency exchange 0% 1% 1% (1 (1 (1 Recurring revenue growth constant currency (Non-GAAP) 6% 12% 8% 5 10 7
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
The increase in the effective tax rate for the fiscal year ended June 30, 2025 2026 compared to the fiscal year ended June 30, 2024 2025 was primarily driven by an increase in pre-tax income and lower tax benefits from statutory tax incentives, which was partially offset by an increase in total discrete tax benefits.
Read it in 10-K 2026-08-04 at sec.gov ↗