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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                       to                     
Commission File Number 001-33220
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware33-1151291
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
5 Dakota Drive11042
Lake Success
New York
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (516472-5400
Former name, former address and former fiscal year, if changed since last report: N/A
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:Trading SymbolName of Each Exchange on Which Registered:
Common Stock, par value $0.01 per shareBRNew York Stock Exchange

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

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of October 29, 2021, was 116,578,068 shares.




2

NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. In particular, information appearing under “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:
the potential impact and effects of the Covid-19 pandemic (“Covid-19”) on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;
the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;
a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
declines in participation and activity in the securities markets;
the failure of Broadridge's key service providers to provide the anticipated levels of service;
a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
overall market and economic conditions and their impact on the securities markets;
Broadridge’s failure to keep pace with changes in technology and demands of its clients;
Broadridge’s ability to attract and retain key personnel;
the impact of new acquisitions and divestitures; and
competitive conditions.

There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. You should carefully read the factors described in the “Risk Factors” section of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 which was filed with the United States of America (“U.S.”) Securities and Exchange Commission (the “SEC”) on August 12, 2021 (the “2021 Annual Report”), for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements.
All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q and the 2021 Annual Report. We disclaim any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.
3

PART I. FINANCIAL INFORMATION
Item 1.    FINANCIAL STATEMENTS
Broadridge Financial Solutions, Inc.
Condensed Consolidated Statements of Earnings
(In millions, except per share amounts)
(Unaudited)
Three Months Ended 
 September 30,
20212020
Revenues(Note 3)$1,192.9 $1,017.4 
Operating expenses:
      Cost of revenues914.1 787.1 
      Selling, general and administrative expenses175.5 151.7 
         Total operating expenses1,089.6 938.8 
Operating income103.3 78.6 
Interest expense, net(Note 5)(22.6)(14.4)
Other non-operating income (expenses), net(2.4)9.5 
Earnings before income taxes78.2 73.6 
Provision for income taxes(Note 13)11.0 7.8 
Net earnings$67.2 $65.8 
Basic earnings per share$0.58 $0.57 
Diluted earnings per share$0.57 $0.56 
Weighted-average shares outstanding:
      Basic(Note 4)116.2 115.3 
      Diluted(Note 4)118.3 117.4 

Amounts may not sum due to rounding.


















See Notes to Condensed Consolidated Financial Statements.
4

Broadridge Financial Solutions, Inc.
Condensed Consolidated Statements of Comprehensive Income
(In millions)
(Unaudited)
Three Months Ended 
 September 30,
20212020
Net earnings$67.2 $65.8 
Other comprehensive income (loss), net:
Foreign currency translation adjustments(70.8)37.0 
Pension and post-retirement liability adjustment, net of taxes of $(0.2) and $(0.2) for the three months ended September 30, 2021 and 2020, respectively
0.5 0.6 
Cash flow hedge amortization, net of taxes of $(0.1) and $(0.0) for the three months ended September 30, 2021 and 2020, respectively
0.2  
Total other comprehensive income (loss), net(70.1)37.6 
Comprehensive income$(2.9)$103.4 

Amounts may not sum due to rounding.
See Notes to Condensed Consolidated Financial Statements.
5

Broadridge Financial Solutions, Inc.
Condensed Consolidated Balance Sheets
(In millions, except per share amounts)
(Unaudited)
September 30, 2021June 30, 2021
Assets
Current assets:
       Cash and cash equivalents$316.7 $274.5 
Accounts receivable, net of allowance for doubtful accounts of $6.4 and $9.3, respectively
730.0 820.3 
       Other current assets164.4 166.4 
              Total current assets1,211.1 1,261.3 
Property, plant and equipment, net167.2 177.2 
Goodwill3,677.3 3,720.1 
Intangible assets, net1,346.2 1,425.0 
Deferred client conversion and start-up costs870.8 773.7 
Other non-current assets(Note 8)755.7 762.5 
                        Total assets$8,028.4 $8,119.8 
Liabilities and Stockholders’ Equity
Current liabilities:
       Payables and accrued expenses(Note 9)790.1 1,102.7 
       Contract liabilities176.7 185.3 
              Total current liabilities966.8 1,288.0 
Long-term debt(Note 10)4,165.9 3,887.6 
Deferred taxes392.7 400.7 
Contract liabilities199.9 197.2 
Other non-current liabilities(Note 11)549.2 537.2 
                        Total liabilities6,274.5 6,310.6 
Commitments and contingencies (Note 14)
Stockholders’ equity:
       Preferred stock: Authorized, 25.0 shares; issued and outstanding, none
  
Common stock, $0.01 par value: 650.0 shares authorized; 154.5 and 154.5 shares issued, respectively; and 116.3 and 116.1 shares outstanding, respectively
1.6 1.6 
       Additional paid-in capital1,263.6 1,245.5 
       Retained earnings2,576.6 2,583.8 
       Treasury stock, at cost: 38.1 and 38.3 shares, respectively
(2,027.0)(2,030.9)
       Accumulated other comprehensive income (loss)(Note 15)(60.9)9.2 
              Total stockholders’ equity1,753.8 1,809.1 
                         Total liabilities and stockholders’ equity$8,028.4 $8,119.8 

Amounts may not sum due to rounding.
See Notes to Condensed Consolidated Financial Statements.
6

Broadridge Financial Solutions, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
Three Months Ended 
 September 30,
20212020
Cash Flows From Operating Activities
Net earnings$67.2 $65.8 
Adjustments to reconcile net earnings to net cash flows used in operating activities:
               Depreciation and amortization20.4 15.4 
               Amortization of acquired intangibles and purchased intellectual property68.7 32.3 
               Amortization of other assets30.9 26.3 
               Write-down of long-lived assets and related charges 31.7 
               Stock-based compensation expense13.6 10.4 
               Deferred income taxes(3.0)4.7 
               Other0.9 (16.1)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Current assets and liabilities:
               Decrease in Accounts receivable, net96.6 101.1 
               Decrease (increase) in Other current assets1.6 (22.2)
               Decrease in Payables and accrued expenses(324.7)(220.6)
               Decrease in Contract liabilities(5.8)(1.6)
        Non-current assets and liabilities:
               Increase in other non-current assets(119.8)(94.6)
               Increase in other non-current liabilities18.1 23.2 
Net cash flows used in operating activities(135.4)(44.2)
Cash Flows From Investing Activities
Capital expenditures(5.7)(14.3)
Software purchases and capitalized internal use software(10.2)(9.7)
Proceeds from asset sales 18.0 
Acquisitions, net of cash acquired(13.3) 
Other investing activities(7.1)(2.7)
Net cash flows used in investing activities(36.4)(8.7)
Cash Flows From Financing Activities
Debt proceeds380.0 530.0 
Debt repayments(100.0)(550.0)
Dividends paid(66.8)(62.2)
Purchases of Treasury stock (0.8)
Proceeds from exercise of stock options8.7 21.1 
Other financing activities(4.9)(10.9)
Net cash flows provided by (used in) financing activities
217.0 (72.7)
Effect of exchange rate changes on Cash and cash equivalents(3.1)5.5 
Net change in Cash and cash equivalents42.2 (120.0)
Cash and cash equivalents, beginning of period274.5 476.6 
Cash and cash equivalents, end of period$316.7 $356.6 
Supplemental disclosure of cash flow information:
                           Cash payments made for interest$4.8 $9.9 
                           Cash payments made for income taxes, net of refunds$45.6 $45.8 
Non-cash investing and financing activities:
                                Accrual of unpaid property, plant and equipment and software$10.2 $6.4 
Amounts may not sum due to rounding.
See Notes to Condensed Consolidated Financial Statements.
7

Broadridge Financial Solutions, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(In millions, except per share amounts)
(Unaudited)
Three Months Ended September 30, 2021
 
 
Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income
(Loss)
Total
Stockholders’
Equity
 SharesAmount
Balances, June 30, 2021154.5 $1.6 $1,245.5 $2,583.8 $(2,030.9)$9.2 $1,809.1 
Comprehensive income (loss)— — — 67.2 — (70.1)(2.9)
Stock option exercises— — 8.7 — — — 8.7 
Stock-based compensation— — 13.4 — — — 13.4 
Treasury stock acquired (0.0 shares)
— — — — — —  
Treasury stock reissued (0.2 shares)
— — (3.9)— 3.9 —  
Common stock dividends ($0.640 per share)
— — — (74.4)— — (74.4)
Balances, September 30, 2021154.5 $1.6 $1,263.6 $2,576.6 $(2,027.0)$(60.9)$1,753.8 
Three Months Ended September 30, 2020
 
 
Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income
(Loss)
Total
Stockholders’
Equity
 SharesAmount
Balances, June 30, 2020154.5 $1.6 $1,178.5 $2,302.6 $(2,035.7)$(100.4)$1,346.5 
Comprehensive income (loss)— — — 65.8 — 37.6 103.4 
Stock option exercises— — 20.7 — — — 20.7 
Stock-based compensation— — 10.3 — — — 10.3 
Treasury stock acquired (less than 0.1 shares)
— — — — (0.8)— (0.8)
Treasury stock reissued (0.5 shares)
— — (11.0)— 11.0 —  
Common stock dividends ($0.575 per share)
— — — (66.4)— — (66.4)
Balances, September 30, 2020154.5 $1.6 $1,198.5 $2,302.1 $(2,025.5)$(62.9)$1,413.8 

Amounts may not sum due to rounding.
See Notes to Condensed Consolidated Financial Statements.
8

Broadridge Financial Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
A. Description of Business. Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”), a Delaware corporation and a part of the S&P 500® Index, is a global financial technology leader providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers and corporate issuers.
The Company operates in two reportable segments: Investor Communication Solutions (“ICS”) and Global Technology and Operations (“GTO”).
Investor Communication Solutions—Broadridge provides the following governance and communications solutions through its Investor Communication Solutions business segment: Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions.
A large portion of Broadridge’s ICS business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge® is Broadridge’s innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies. Broadridge has implemented digital applications to make voting easier for retail investors. Broadridge also provides the distribution of regulatory reports, class action and corporate action/reorganization event information, as well as tax reporting solutions that help its clients meet their regulatory compliance needs.
For asset managers and retirement service providers, Broadridge offers data-driven solutions and an end-to-end platform for content management, composition, and omni-channel distribution of regulatory, marketing, and transactional information. Broadridge’s data and analytics solutions provide investment product distribution data, analytical tools, insights, and research to enable asset managers to optimize product distribution across retail and institutional channels globally. Through Matrix Financial Solutions, Inc. (“Matrix”), Broadridge provides mutual fund trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals.
In addition, Broadridge provides public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services and shareholder data services. Broadridge also offers financial reporting document composition and management solutions, SEC disclosure and filing services, and registrar, stock transfer and record-keeping services through Broadridge Corporate Issuer Solutions.
We provide omni-channel customer communications solutions, which include print and digital solutions, to modernize technology infrastructures, simplify communications processes, accelerate digital adoption and improve the customer experience. Through one point of integration, the Broadridge Communications CloudSM platform (the “Communications Cloud”) helps companies create, deliver, and manage their communications and customer engagement. The platform includes data-driven composition tools, identity and preference management, omni-channel optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.
Global Technology and Operations — Broadridge is a leading global provider of business solutions for capital markets, and wealth and investment management firms. Broadridge offers advanced solutions that automate firms’ transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, margin, cash management, clearance and settlement, asset servicing, reference data management, reconciliations, securities financing and collateral optimization, compliance and regulatory reporting, and portfolio accounting and custody-related services. In addition, Broadridge provides business process outsourcing services that support the entire trade lifecycle operations of its buy- and sell-side clients’ businesses through a combination of its technology and operations expertise.
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For capital markets firms, Broadridge helps its clients lower their costs and improve the effectiveness of their businesses across the front, middle and back office. Broadridge’s core post-trade services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management and manage risk, thereby enabling them to focus on their core business activities. Provided on a software as a service (“SaaS”) basis within large user communities, Broadridge’s technology is a global solution, processing clearance and settlement in over 100 countries. Broadridge’s multi-asset, multi-market, multi-entity and multi-currency solutions support real-time global trade processing of equity, fixed income, mutual fund, foreign exchange, and exchange-traded derivatives. With the recent acquisition of Itiviti Holding AB (“Itiviti”), Broadridge has strengthened its capabilities with a set of front-office trade order and execution management solutions, connectivity and network offerings which will integrate with its existing middle and back-office solutions.
Broadridge’s comprehensive wealth management platform offers capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding. The wealth management platform enables full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools. Broadridge also integrates data, content and technology to drive new customer acquisition, support holistic and personalized advice and cross-sell opportunities through the creation of sales and educational content, including seminars as well as customizable advisor websites, search engine marketing and electronic and print newsletters. Broadridge’s advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.
Broadridge also offers buy-side technology solutions for the global investment management industry, including portfolio management, compliance and operational workflow solutions for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space.
B. Consolidation and Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and in accordance with SEC requirements for Quarterly Reports on Form 10-Q. These financial statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under the equity method of accounting as well as certain marketable and non-marketable securities. Intercompany balances and transactions have been eliminated. Amounts presented may not sum due to rounding. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed on August 12, 2021 with the SEC. These Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation in accordance with GAAP of the Company’s financial position at September 30, 2021 and June 30, 2021, the results of its operations for the three months ended September 30, 2021 and 2020, its cash flows for the three months ended September 30, 2021 and 2020, and its changes in stockholders’ equity for the three months ended September 30, 2021 and 2020. Certain prior period amounts have been reclassified to conform to the current year presentation where applicable.
Beginning with the first quarter of fiscal year 2022, the Company revised the foreign exchange rates used to present segment revenues and segment earnings (loss) before income taxes 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 in this Form 10-Q has been changed to conform to the current period presentation. Total consolidated revenues and earnings before income taxes were not impacted. Please refer to Note 3, “Revenue Recognition” and Note 16, “Interim Financial Data by Segment.”
C. Securities. Securities are non-derivatives that are reflected in Other non-current assets in the Condensed Consolidated Balance Sheets, unless management intends to dispose of the investment within twelve months of the end of the reporting period, in which case they are reflected in Other current assets in the Condensed Consolidated Balance Sheets. These investments are in entities over which the Company does not have control, joint control, or significant influence. Securities that have a readily determinable fair value are carried at fair value. Securities without a readily determinable fair value are initially recognized at cost and subsequently carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in transactions for an identical or similar investment of the same issuer, such as subsequent capital raising transactions. Changes in the value of securities with or without a readily determinable fair value are recorded in the Condensed Consolidated Statements of Earnings. In determining whether a security without a readily determinable fair value is impaired, management considers qualitative factors to identify an impairment including the financial condition and near-term prospects of the issuer.
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D. Use of Estimates. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes thereto. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions and judgment that are believed to be reasonable under the circumstances. Accordingly, actual results could differ from those estimates. The use of estimates in specific accounting policies is described further in the notes to the Condensed Consolidated Financial Statements, as appropriate.
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
In August 2018, the FASB issued ASU No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU No. 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements under GAAP for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU No. 2018-15 became effective for the Company beginning in the first quarter of fiscal year 2021. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance, for which the Company elected to adopt ASU No. 2018-15 on a prospective basis. The adoption of ASU No. 2018-15 did not have a material impact on the Company's Condensed Consolidated Financial Statements.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses” (“ASU No. 2016-13”), which prescribes an impairment model for most financial instruments based on expected losses rather than incurred losses. Under this model, an estimate of expected credit losses over the contractual life of the instrument is to be recorded as of the end of a reporting period as an allowance to offset the amortized cost basis, resulting in a net presentation of the amount expected to be collected on the financial instrument. The expected credit loss model incorporates historical collection experience and other factors, including those related to current market conditions and events. The Company monitors trade receivable balances and other related assets, and estimates the allowance for lifetime expected credit losses. ASU No. 2016-13 became effective for the Company in the first quarter of fiscal year 2021. For most instruments, entities must apply the standard using a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The adoption of ASU No. 2016-13 did not have a material impact on the Company's Condensed Consolidated Financial Statements.
NOTE 3. REVENUE RECOGNITION
ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU No. 2014-09”) outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. The core principle is that an entity recognizes revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The Company’s revenues from clients are primarily generated from fees for providing investor communications and technology-enabled services and solutions. Revenues are recognized for the two reportable segments as follows:
Investor Communication Solutions—Revenues are generated primarily from processing and distributing investor communications and other related services as well as vote processing and tabulation. The Company typically enters into agreements with clients to provide services on a fee for service basis. Fees received for processing and distributing investor communications are generally variably priced and recognized as revenue over time as the Company provides the services to clients based on the number of units processed, which coincides with the pattern of value transfer to the client. Broadridge works directly with corporate issuers (“Issuers”) and mutual funds to ensure that the account holders of the Company’s bank and broker clients, who are also the shareholders of Issuers and mutual funds, receive the appropriate investor communications materials and the services are fulfilled in accordance with each Issuer’s and mutual fund’s requirements. Broadridge works directly with the Issuers and mutual funds to resolve any issues that may arise. As such, Issuers and mutual funds are viewed as the customer of the Company’s services. As a result, revenues for distribution services as well as proxy materials fulfillment services are recorded in Revenue on a gross basis with corresponding costs including amounts remitted to the broker-dealers and banks (referred to as “Nominees”) recorded in Cost of revenues. Fees for the Company’s investor communications services arrangements are typically billed and paid on a monthly basis following the delivery of the services. The Company also offers certain hosted service arrangements that can be priced on a fixed and/or variable basis for which revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client on a monthly basis based on the number of transactions processed or units delivered, in the case of variable priced arrangements, or a fixed monthly fee in the case of fixed price arrangements, in each case which coincides with the pattern of value transfer to the client. These services may be billed in a variety of payment frequencies depending on the specific arrangement.
11

Global Technology and Operations—Revenues are generated primarily from fees for trade processing and related services. Revenue is recognized over time as the Company satisfies its performance obligation by delivering services to the client. The Company’s arrangements for processing and related services typically consist of an obligation to provide specific services to its clients on a when and if needed basis (a stand ready obligation) with revenue recognized from the satisfaction of the performance obligations on a monthly basis generally in the amount billable to the client. These services are generally provided under variable priced arrangements based on volume of service and can include minimum monthly usage fees. Client service agreements often include up-front consideration in addition to the recurring fee for trade processing. Up-front implementation fees, as well as certain enhancements to existing technology platforms, are deferred and recognized on a straight-line basis over the service term of the contract which corresponds to the timing of transfer of value to the client that commences after client acceptance when the processing term begins. In addition, revenue is also generated from the fulfillment of professional services engagements which are generally priced on a time and materials or fixed price basis, and are recognized as the services are provided to the client which corresponds to the timing of transfer of value to the client. Finally, the Company generally recognizes license revenues from software term licenses installed on clients’ premises upon delivery and acceptance of the software license, assuming a contract is deemed to exist. Software term license revenue is not a significant portion of the Company’s revenues.
The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize:
Transaction Price
The Company allocates transaction price to the individual performance obligations within a contract. If the contracted prices reflect the relative standalone selling prices for the individual performance obligations, no allocations are made. Otherwise, the Company uses the relative selling price method to allocate the transaction price, obtained from sources such as the observable price of a good or service when the Company sells that good or service separately in similar circumstances and to similar clients. If such evidence is unavailable, the Company uses the best estimate of the selling price, which includes various internal factors such as pricing strategy and market factors. A significant portion of the Company’s performance obligations are generated from transactions with volume based fees and includes services that are delivered at the same time. The Company recognizes revenue related to these arrangements over time as the services are provided to the client. While many of the Company’s contracts contain some component of variable consideration, the Company only recognizes variable consideration that is not expected to reverse. The Company allocates variable payments to distinct services in an overall contract when the variable payment relates specifically to that particular service and for which the variable payment reflects what the Company expects to receive in exchange for that particular service. As a result, the Company generally allocates and recognizes variable consideration in the period it has the contractual right to invoice the client.
As described above, our most significant performance obligations involve variable consideration which constitutes the majority of our revenue streams. The Company’s variable consideration components meet the criteria in ASU No. 2014-09 for exclusion from disclosure of the remaining transaction price allocated to unsatisfied performance obligations as does any contracts with clients with an original duration of one year or less. The Company has contracts with clients that vary in length depending on the nature of the services and contractual terms negotiated with the client, and they generally extend over a multi-year period.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a client, are excluded from revenue. Distribution revenues associated with shipping and handling activities are accounted for as a fulfillment activity and recognized as the related services or products are transferred to the client. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between client payment and the transfer of goods or services is expected to be one year or less.
Disaggregation of Revenue
The Company has presented below its revenue disaggregated by product line and by revenue type within each of its Investor Communication Solutions and Global Technology and Operations reportable segments.
Fee revenues in the Investor Communication Solutions segment are derived from both recurring and event-driven activity. In addition, the level of recurring and event-driven activity the Company processes directly impacts distribution revenues. While event-driven activity is highly repeatable, it may not recur on an annual basis. Event-driven fee revenues are based on the number of special events and corporate transactions the Company processes. Event-driven activity is impacted by financial market conditions and changes in regulatory compliance requirements, resulting in fluctuations in the timing and levels of event-driven fee revenues. Distribution revenues primarily include revenues related to the physical mailing and distribution of proxy materials, interim communications, transaction reporting, customer communications and fulfillment services, as well as Matrix administrative services.
12

In the second quarter of fiscal year 2021, the Company changed its presentation of disaggregated revenue by product line disclosures to reflect internal realignment of the Company’s revenue reporting, specifically as it relates to recurring fee revenues. Presentation of disaggregated revenue by product line disclosures in prior periods have been changed to conform to the current period presentation.
Three Months Ended 
 September 30,
20212020
(in millions)
Investor Communication Solutions
Regulatory$165.5 $134.8 
Data-driven fund solutions83.3 79.0 
Issuer20.6 17.7 
Customer communications140.9 137.7 
       Total ICS Recurring fee revenues410.3 369.2 
Equity and other27.6 18.1 
Mutual funds48.8 27.1 
       Total ICS Event-driven fee revenues76.3 45.2 
Distribution revenues366.9 331.2 
       Total ICS Revenues$853.5 $745.6 
Global Technology and Operations
Capital markets$209.4 $156.3 
Wealth and investment management131.2 124.1 
       Total GTO Recurring fee revenues340.6 280.4 
Foreign currency exchange(1.2)(8.6)
       Total Revenues$1,192.9 $1,017.4 
Revenues by Type
Recurring fee revenues$750.8 $649.6 
Event-driven fee revenues76.3 45.2 
Distribution revenues366.9 331.2 
Foreign currency exchange(1.2)(8.6)
       Total Revenues$1,192.9 $1,017.4 

13

Contract Balances
The following table provides information about contract assets and liabilities:
September 30, 2021June 30, 2021
(in millions)
Contract assets$87.1 $89.8 
Contract liabilities$376.6 $382.5 
Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts. Contract liabilities represent consideration received or receivable from clients before the transfer of control occurs (deferred revenue). Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period.
During the three months ended September 30, 2021, contract liabilities decreased due to the timing of client payments in relation to the timing of revenue recognized. The Company recognized $117.0 million of revenue during the three months ended September 30, 2021 that was included in the contract liability balance as of June 30, 2021.

NOTE 4. WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic earnings per share (“EPS”) is calculated by dividing the Company’s Net earnings by the basic Weighted-average shares outstanding for the periods presented. The Company calculates diluted EPS using the treasury stock method, which reflects the potential dilution that could occur if outstanding stock options at the presented date are exercised and restricted stock unit awards have vested.
The computation of diluted EPS excluded 0.3 million options to purchase Broadridge common stock for the three months ended September 30, 2021, and less than 0.1 million options to purchase Broadridge common stock for the three months ended September 30, 2020, as the effect of their inclusion would have been anti-dilutive.
The following table sets forth the denominators of the basic and diluted EPS computations:
Three Months Ended 
 September 30,
20212020
(in millions)
Weighted-average shares outstanding:
       Basic116.2 115.3 
       Common stock equivalents2.1 2.1 
       Diluted118.3 117.4 

NOTE 5. INTEREST EXPENSE, NET
Interest expense, net consisted of the following:
Three Months Ended 
 September 30,
20212020
(in millions)
Interest expense on borrowings$(23.0)$(15.0)
Interest income0.3 0.6 
Interest expense, net$(22.6)$(14.4)

14

NOTE 6. ACQUISITIONS
Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Condensed Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the business acquired by the Company are included in the Company’s Condensed Consolidated Statements of Earnings since the respective date of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill.
During the three months ended September 30, 2021, there were no material acquisitions.
The Company is providing unaudited pro forma supplemental information for the acquisition of Itiviti as the acquisition was material to the Company’s operating results. Unaudited pro forma supplemental financial information for all acquisitions, excluding Itiviti, is not provided as the impact of these acquisitions on the Company’s operating results, financial position or cash flows was not material for any acquisition individually.

Fiscal Year 2021 Acquisitions:

BUSINESS COMBINATIONS

Financial information on each transaction is as follows:

ItivitiAdvisor-StreamTotal
(in millions)
Cash payments, net of cash acquired$2,580.4 $23.2 $2,603.6 
Deferred payments, net0.0 2.9 2.9 
Contingent consideration liability0.0 8.5 8.5 
Aggregate purchase price$2,580.4 $34.6 $2,615.0 
Net tangible assets acquired / (liabilities assumed)$(256.8)$(3.3)$(260.0)
Goodwill1,932.6 27.3 1,959.9 
Intangible assets904.6 10.5 915.1 
Aggregate purchase price$2,580.4 $34.6 $2,615.0 
Itiviti
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 technology, which are being amortized over a seven-year life and five-year life, respectively.
The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of the acquired business’ assets and liabilities.
15

The following summarizes the allocation of purchase price for the Itiviti acquisition (in millions):
Itiviti
Accounts receivable$39.6 
Other current assets14.1 
Property, plant and equipment9.4 
Intangible assets904.6 
Goodwill1,932.6 
Other non-current assets28.7 
Payables and accrued expenses(45.8)
Current contract liabilities(58.1)
Deferred taxes(211.6)
Other long term liabilities(33.2)
Consideration paid, net of cash acquired$2,580.4 
Unaudited Pro Forma Financial Information
The unaudited pro forma condensed consolidated results of operations in the table below are provided for illustrative purposes only and summarize the combined results of operations of Broadridge and Itiviti. For purposes of this pro forma presentation, the acquisition of Itiviti is assumed to have occurred on July 1, 2019. The pro forma financial information for all periods presented also includes the estimated business combination accounting effects resulting from this acquisition, notably amortization expense from the acquired intangible assets, interest expense from recent debt financing, the proceeds of which were used to fund the acquisition, and certain other integration related impacts.
This unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had actually occurred on July 1, 2019, nor of the results of operations that may be obtained in the future.

Years ended June 30,
20212020
(in millions)
Revenues$5,221.7 $4,723.4 
Net earnings$514.9 $367.5 
Basic earnings per share$4.45 $3.21 
Diluted earnings per share$4.37 $3.14 

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.
Goodwill is not tax deductible.
Intangible assets acquired consist primarily of customer relationships and software technology, which are being amortized over a five-year life and five-year life, respectively.
The allocation of the purchase price will be finalized upon completion of the analysis of the fair values of the acquired business’ assets and liabilities.

16

NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1     Quoted market prices in active markets for identical assets and liabilities.
Level 2     Observable market-based inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3     Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 and Level 2 instruments, as applicable, based on the exchange traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and its counterparties. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.
The fair values of the contingent consideration obligations are based on a probability weighted approach derived from the estimates of earn-out criteria and the probability assessment with respect to the likelihood of achieving those criteria. The measurement is based on significant inputs that are not observable in the market, therefore, the Company classifies this liability as Level 3 in the table below.
The following tables set forth the Company’s financial assets and liabilities at September 30, 2021 and June 30, 2021, respectively, that are recorded at fair value, segregated by level within the fair value hierarchy:
September 30, 2021
Level 1Level 2Level 3Total
(in millions)
Assets:
Cash and cash equivalents:
       Money market funds (a)$ $ $ $ 
Other current assets:
       Securities0.6   0.6 
       Derivative asset    
Other non-current assets:
       Securities127.6   127.6 
Total assets as of September 30, 2021$128.2 $ $ $128.2 
Liabilities:
       Contingent consideration obligations  19.0 19.0 
       Derivative liability    
Total liabilities as of September 30, 2021$ $ $19.0 $19.0 
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June 30, 2021
Level 1Level 2Level 3Total
(in millions)
Assets:
Cash and cash equivalents:
       Money market funds (a)$ $ $ $ 
Other current assets:
       Securities0.7   0.7 
Other non-current assets:
       Securities120.6   120.6 
Total assets as of June 30, 2021$121.2 $ $ $121.2 
Liabilities:
       Contingent consideration obligations  23.2 23.2 
Total liabilities as of June 30, 2021$ $ $23.2 $23.2 
_________
(a)Money market funds include money market deposit account balances of zero and less than $0.1 million as of September 30, 2021 and June 30, 2021, respectively.
In addition, the Company has non-marketable securities with a carrying amount of $37.8 million and $37.5 million as of September 30, 2021 and June 30, 2021, respectively, that are classified as Level 2 financial assets and included as part of Other non-current assets on the Condensed Consolidated Balance Sheets.
The following table sets forth an analysis of changes during the three months ended September 30, 2021 and 2020, respectively, in Level 3 financial liabilities of the Company:
Three Months Ended September 30,
20212020
 (in millions)
Beginning balance$23.2 $33.1 
Net increase (decrease) in contingent consideration liability1.1  
Foreign currency impact on contingent consideration liability(0.5)1.4 
Payments(4.9)(10.7)
Ending balance$19.0 $23.7 
Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments between levels. The Company’s policy is to record transfers between levels if any, as of the beginning of the fiscal year.
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NOTE 8. OTHER NON-CURRENT ASSETS
Other non-current assets consisted of the following:
September 30, 2021June 30, 2021
(in millions)
ROU assets (a)$255.2 $262.0 
Long-term investments203.3 194.0 
Deferred sales commissions costs105.0 108.6 
Contract assets (b)87.1 89.8 
Long-term broker fees46.9 48.7 
Deferred data center costs (c)21.9 24.3 
Other 36.4 35.0 
       Total$755.7 $762.5 
_________
(a) ROU assets represent the Company’s right to use an underlying asset for the lease term.
(b) Contract assets result from revenue already recognized but not yet invoiced, including certain future amounts to be collected under software term licenses and certain other client contracts.
(c) Represents deferred data center costs associated with the Company’s information technology services agreements, please refer to Note 14, “Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements” for a further discussion.
The total amount of deferred client conversion and start-up costs and deferred sales commission costs amortized in Operating expenses during the three months ended September 30, 2021 and 2020, were $23.3 million and $18.7 million, respectively.
NOTE 9. PAYABLES AND ACCRUED EXPENSES
Payables and accrued expenses consisted of the following:
September 30, 2021June 30, 2021
(in millions)
Accounts payable$156.9 $248.9 
Employee compensation and benefits178.7 343.7 
Accrued broker fees89.0 136.0 
Accrued dividend payable74.4 66.8 
Business process outsourcing administration fees69.6 66.1 
Customer deposits48.8 55.5 
Operating lease liabilities40.4 40.2 
Accrued taxes27.8 42.6 
Other104.3 102.9 
     Total$790.1 $1,102.7 

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NOTE 10. BORROWINGS
Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows:
Expiration
Date
Principal amount outstanding at September 30, 2021Carrying value at September 30, 2021Carrying value at June 30, 2021Unused
Available
Capacity
Fair Value at September 30, 2021
(in millions)
Long-term debt, excluding current portion
Fiscal 2021 Revolving Credit Facility:
       U.S. dollar trancheApril 2026$300.0 $300.0 $20.0 $800.0 $300.0 
       Multicurrency trancheApril 202691.4 91.4 94.4 308.6 91.4 
             Total Revolving Credit Facility391.4 391.4 114.4 1,108.6 391.4 
Fiscal 2021 Term LoansMay 20241,550.0 1,544.0 1,543.4 — 1,550.0 
Fiscal 2016 Senior NotesJune 2026500.0 496.9 496.7 — 545.9 
Fiscal 2020 Senior NotesDecember 2029750.0 742.7 742.5 — 787.7 
Fiscal 2021 Senior NotesMay 20311,000.0 990.8 990.6 — 1,019.3 
             Total Senior Notes2,250.0 2,230.4 2,229.8 — 2,352.9 
             Total debt$4,191.4 $4,165.9 $3,887.6 $1,108.6 $4,294.4 
Future principal payments on the Company’s outstanding debt are as follows:
Years ending June 30,20222023202420252026ThereafterTotal
(in millions)$ $ $1,550.0 $ $891.4 $1,750.0 $4,191.4 

Fiscal 2021 Revolving Credit Facility: In April 2021, the Company entered into an amended and restated $1.5 billion five-year revolving credit facility (the “Fiscal 2021 Revolving Credit Facility”), which replaced the $1.5 billion five-year revolving credit facility entered into during March 2019 (the “Fiscal 2019 Revolving Credit Facility”) (together the “Revolving Credit Facilities”). The Fiscal 2021 Revolving Credit Facility is comprised of a $1.1 billion U.S. dollar tranche and a $400.0 million multicurrency tranche.
The weighted-average interest rate on the Revolving Credit Facilities was 1.19% for the three months ended September 30, 2021 and 1.22% for the three months ended September 30, 2020. The fair value of the variable-rate Fiscal 2021 Revolving Credit Facility borrowings at September 30, 2021 approximates carrying value and has been classified as a Level 2 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).
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). The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Fiscal 2021 Revolving Credit Facility in accordance with individual drawn loan maturities. The Fiscal 2021 Revolving Credit Facility is subject to certain covenants, including a leverage ratio. At September 30, 2021, the Company is in compliance with all covenants of the Fiscal 2021 Revolving Credit Facility.
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Fiscal 2021 Term Loans: In March 2021, the Company entered into a term credit agreement (“Term Credit Agreement”) providing for term loan commitments in an aggregate principal amount of $2.55 billion, comprised of a $1.0 billion tranche (“Tranche 1”) and a $1.55 billion tranche (“Tranche 2,” together with Tranche 1, the “Fiscal 2021 Term Loans”). The Company borrowed the Fiscal 2021 Term Loans in May 2021 in order to finance the Itiviti acquisition. Once borrowed, amounts repaid or prepaid in respect of such Fiscal 2021 Term Loans may not be reborrowed. The Tranche 1 Loans was to mature on the date that is 18 months after the date on which the Fiscal 2021 Term Loans are borrowed (the “Funding Date”), but was repaid in full in May 2021 with proceeds from the Fiscal 2021 Senior Notes (as discussed further below). The Tranche 2 Loan 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 acquisition of Itiviti and pay certain fees and expenses in connection therewith. The Tranche 2 Loan 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).

The Company may voluntarily prepay, in whole or in part and without premium or penalty. In the event of receipt of cash proceeds by the Company or its subsidiaries from certain incurrences of indebtedness, certain equity issuances, and certain sales, transfers or other dispositions of assets, the Company will be required to prepay outstanding Loans, subject to certain limitations and qualifications as set forth in the Term Credit Agreement. The Term Credit Agreement is subject to certain covenants, including a leverage ratio. At September 30, 2021, the Company is in compliance with all covenants of the Fiscal 2021 Term Loans.
Fiscal 2016 Senior Notes: In June 2016, the Company completed an offering of $500.0 million in aggregate principal amount of senior notes (the “Fiscal 2016 Senior Notes”). The Fiscal 2016 Senior Notes will mature on June 27, 2026 and bear interest at a rate of 3.40% per annum. Interest on the Fiscal 2016 Senior Notes is payable semi-annually in arrears on June 27 and December 27 of each year. The Fiscal 2016 Senior Notes were issued at a price of 99.589% (effective yield to maturity of 3.449%). The indenture governing the Fiscal 2016 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At September 30, 2021, the Company is in compliance with the covenants of the indenture governing the Fiscal 2016 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2016 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2016 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2016 Senior Notes at September 30, 2021 and June 30, 2021 was $545.9 million and $549.0 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).
Fiscal 2020 Senior Notes: In December 2019, the Company completed an offering of $750.0 million in aggregate principal amount of senior notes (the “Fiscal 2020 Senior Notes”). The Fiscal 2020 Senior Notes will mature on December 1, 2029 and bear interest at a rate of 2.90% per annum. Interest on the Fiscal 2020 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year. The Fiscal 2020 Senior Notes were issued at a price of 99.717% (effective yield to maturity of 2.933%). The indenture governing the Fiscal 2020 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At September 30, 2021, the Company is in compliance with the covenants of the indenture governing the Fiscal 2020 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2020 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2020 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2020 Senior Notes at September 30, 2021 and June 30, 2021 was $787.7 million and $791.3 million, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).
Fiscal 2021 Senior Notes: In May 2021, the Company completed an offering of $1.0 billion in aggregate principal amount of senior notes (the “Fiscal 2021 Senior Notes”). The Fiscal 2021 Senior Notes will mature on May 1, 2031 and bear interest at a rate of 2.60% per annum. Interest on the Fiscal 2021 Senior Notes is payable semi-annually in arrears on May 1 and November 1 of each year. The Fiscal 2021 Senior Notes were issued at a price of 99.957% (effective yield to maturity of 2.605%). The indenture governing the Fiscal 2021 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, certain subsidiary indebtedness, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At September 30, 2021, the Company is in compliance with the covenants of the indenture governing the Fiscal 2021 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2021 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2021 Senior Notes in whole or in part at any time before their maturity. The fair value of the fixed-rate Fiscal 2021 Senior Notes at September 30, 2021 and June 30, 2021 was $1.02 billion and $1.02 billion, respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”).
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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.
In addition, certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks. As of September 30, 2021 and June 30, 2021, respectively, there were no outstanding borrowings under these lines of credit.
NOTE 11. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consisted of the following:
September 30, 2021June 30, 2021
(in millions)
Operating lease liabilities$260.0 $263.1 
Post-employment retirement obligations172.2 162.8 
Non-current income taxes48.6 48.2 
Acquisition related contingencies16.0 15.1 
Other52.4 48.0 
       Total$549.2 $537.2 

The Company sponsors a Supplemental Officer Retirement Plan (the “Broadridge SORP”). The Broadridge SORP is a nonqualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key officers upon retirement based upon the officers’ years of service and compensation. The Broadridge SORP was closed to new participants beginning in fiscal year 2015. The Company also sponsors a Supplemental Executive Retirement Plan (the “Broadridge SERP”). The Broadridge SERP is also a nonqualified ERISA defined benefit plan pursuant to which the Company will pay supplemental pension benefits to certain key executives upon retirement based upon the executives’ years of service and compensation. The Broadridge SERP was closed to new participants beginning in fiscal year 2015.
The SORP and SERP are effectively funded with assets held in a Rabbi Trust. The assets invested in the Rabbi Trust are to be used in part to fund benefit payments to participants under the terms of the plans. The Rabbi Trust is irrevocable and no portion of the trust funds may be used for any purpose other than the delivery of those assets to the participants, except that assets held in the Rabbi Trust would be subject to the claims of the Company’s general creditors in the event of bankruptcy or insolvency of the Company. The Broadridge SORP and SERP are nonqualified plans for federal tax purposes and for purposes of Title I of ERISA. The Rabbi Trust assets had a value of $62.3 million at September 30, 2021 and $62.6 million at June 30, 2021 and are included in Other non-current assets in the accompanying Condensed Consolidated Balance Sheets. The SORP and the SERP had a total benefit obligation of $66.7 million at September 30, 2021 and $65.9 million at June 30, 2021 and are included in Other non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.
NOTE 12. STOCK-BASED COMPENSATION
The activity related to the Company’s incentive equity awards for the three months ended September 30, 2021 consisted of the following:
Stock OptionsTime-based
Restricted Stock Units
Performance-based
Restricted Stock Units
Number of
Options
Weighted-
Average
Exercise
Price
Number
of Shares
Weighted-
Average
Grant
Date Fair
Value
Number
of Shares
Weighted-
Average
Grant
Date Fair
Value
Balances at June 30, 20213,203,682 $88.33 761,337 $117.07 247,580 $126.29 
Granted  49,167 172.25   
Exercise of stock options (a)(169,792)51.36 — — — — 
Vesting of restricted stock units
— —   — — 
Expired/forfeited(11,374)111.47 (12,128)127.62 (23,731)