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DELAWARE
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33-1151291
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5 DAKOTA DRIVE, LAKE SUCCESS, NY
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11042
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(Address of principal executive offices)
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(Zip code)
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Title of Each Class:
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|
Name of Each Exchange on Which Registered:
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Common Stock, par value $0.01 per share
|
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New York Stock Exchange
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PAGE
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ITEM 1.
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||
ITEM 1A.
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||
ITEM 1B.
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||
ITEM 2.
|
||
ITEM 3.
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||
ITEM 4.
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||
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ITEM 5.
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||
ITEM 6.
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||
ITEM 7.
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||
ITEM 7A.
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ITEM 8.
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||
ITEM 9.
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||
ITEM 9A.
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||
ITEM 9B.
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ITEM 10.
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ITEM 11.
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||
ITEM 12.
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ITEM 13.
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ITEM 14.
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||
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ITEM 15.
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•
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the success of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) in retaining and selling additional services to its existing clients and in obtaining new clients;
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•
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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;
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•
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changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
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•
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any material breach of Broadridge security affecting its clients’ customer information;
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•
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declines in participation and activity in the securities markets;
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•
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the failure of our outsourced data center services provider to provide the anticipated levels of service;
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•
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a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
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•
|
overall market and economic conditions and their impact on the securities markets;
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•
|
Broadridge’s failure to keep pace with changes in technology and the demands of its clients;
|
•
|
the ability to attract and retain key personnel;
|
•
|
the impact of new acquisitions and divestitures; and
|
•
|
competitive conditions.
|
ITEM 1.
|
Business
|
•
|
processed approximately 80% of the outstanding shares in the U.S. in the performance of our proxy services;
|
•
|
processed over two billion investor and customer communications through either print, electronic or digital channels; and
|
•
|
processed on average over $5 trillion in equity and fixed income trades per day of U.S. and Canadian securities.
|
ITEM 1A.
|
Risk Factors
|
•
|
computer viruses or undetected errors in internal software programs or computer systems;
|
•
|
direct or indirect hacking or denial of service cybersecurity attacks;
|
•
|
inability to rapidly monitor all system activity;
|
•
|
inability to effectively resolve any errors in internal software programs or computer systems once they are detected;
|
•
|
heavy stress placed on systems during peak times; or
|
•
|
power or telecommunications failure, fire, flood or any other disaster.
|
•
|
economic, political and market conditions;
|
•
|
legislative and regulatory changes;
|
•
|
the availability of short-term and long-term funding and capital;
|
•
|
the level and volatility of interest rates;
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•
|
currency values and inflation; and
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•
|
national, state, and local taxation levels affecting securities transactions.
|
•
|
valuation: negotiating a fair price for the business based on inherently limited due diligence reviews;
|
•
|
integration: managing the complex process of integrating the acquired company’s people, products, technology, and other assets, and converting their financial, information security, privacy and other systems and controls to meet our standards, so as to realize the projected value of the acquired company and the synergies projected to be realized in connection with the acquisition; and
|
•
|
legacy issues: protecting against actions, claims, regulatory investigations, losses, and other liabilities related to the predecessor business.
|
•
|
finding suitable businesses to acquire at affordable valuations or on other acceptable terms;
|
•
|
competition for acquisitions from other potential acquirors;
|
•
|
incurring unforeseen obligations or liabilities in connection with such acquisitions;
|
•
|
devoting unanticipated financial and management resources to an acquired business;
|
•
|
borrowing money from lenders or selling equity or debt securities to the public to finance future acquisitions on terms that may be adverse to us;
|
•
|
loss of clients of the acquired business;
|
•
|
entering markets where we have minimal prior experience; and
|
•
|
experiencing decreases in earnings as a result of non-cash impairment charges.
|
•
|
geographically separated organizations, systems, and facilities;
|
•
|
integrating personnel with diverse business backgrounds and organizational cultures;
|
•
|
complying with foreign regulatory requirements;
|
•
|
enforcing intellectual property rights in some foreign countries; and
|
•
|
general economic and political conditions.
|
ITEM 1B.
|
Unresolved Staff Comments.
|
ITEM 2.
|
Properties
|
ITEM 3.
|
Legal Proceedings.
|
ITEM 4.
|
Mine Safety Disclosures.
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Common Stock Market Price
|
High
|
|
Low
|
|
Dividends
Declared
|
||||||
Fiscal Year 2016
|
|
|
|
|
|
||||||
First Quarter
|
$
|
57.13
|
|
|
$
|
50.61
|
|
|
$
|
0.30
|
|
Second Quarter
|
59.90
|
|
|
52.57
|
|
|
0.30
|
|
|||
Third Quarter
|
59.31
|
|
|
49.64
|
|
|
0.30
|
|
|||
Fourth Quarter
|
65.36
|
|
|
58.52
|
|
|
0.30
|
|
|||
Fiscal Year 2015
|
|
|
|
|
|
||||||
First Quarter
|
$
|
43.19
|
|
|
$
|
39.88
|
|
|
$
|
0.27
|
|
Second Quarter
|
46.54
|
|
|
39.11
|
|
|
0.27
|
|
|||
Third Quarter
|
55.01
|
|
|
44.92
|
|
|
0.27
|
|
|||
Fourth Quarter
|
55.53
|
|
|
50.01
|
|
|
0.27
|
|
|
|
June 30, 2011
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2014
|
|
June 30, 2015
|
|
June 30, 2016
|
||||||||||||
Broadridge Financial Solutions. Inc. Common Stock Value
|
|
$
|
100.00
|
|
|
$
|
91.01
|
|
|
$
|
117.11
|
|
|
$
|
187.73
|
|
|
$
|
230.69
|
|
|
$
|
307.26
|
|
S&P 500 Index Value
|
|
$
|
100.00
|
|
|
$
|
105.44
|
|
|
$
|
127.14
|
|
|
$
|
158.41
|
|
|
$
|
170.16
|
|
|
$
|
176.94
|
|
S&P 400 MidCap Index Value
|
|
$
|
100.00
|
|
|
$
|
97.65
|
|
|
$
|
122.16
|
|
|
$
|
152.94
|
|
|
$
|
162.70
|
|
|
$
|
164.86
|
|
S&P 400 Information Technology Index Value
|
|
$
|
100.00
|
|
|
$
|
91.61
|
|
|
$
|
104.09
|
|
|
$
|
129.75
|
|
|
$
|
144.17
|
|
|
$
|
139.74
|
|
Period
|
Total Number of
Shares Purchased
|
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced Plans or Programs (2)
|
|
Maximum Number (or
Approximate Dollar Value)
of Shares (or Units) that
May Yet Be Purchased
Under the Plans or Programs(2)
|
|||||
April 1, 2016 – April 30, 2016
|
383,526
|
|
(1)
|
|
$
|
59.42
|
|
|
—
|
|
|
8,296,280
|
|
May 1, 2016 – May 31, 2016
|
—
|
|
|
|
—
|
|
|
—
|
|
|
8,296,280
|
|
|
June 1, 2016 – June 30, 2016
|
—
|
|
|
|
—
|
|
|
—
|
|
|
8,296,280
|
|
|
Total
|
383,526
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
(1)
|
Represents shares purchased from employees to pay taxes related to the vesting of restricted stock units.
|
(2)
|
During the fiscal quarter ended June 30,
2016
, the Company did not repurchase shares of common stock under its share repurchase program. At June 30,
2016
, there were
8,296,280
shares remaining available for repurchase under its share repurchase program. The share repurchases will be made in the open market or privately negotiated transactions in compliance with applicable legal requirements and other factors.
|
ITEM 6.
|
Selected Financial Data
|
|
Years Ended June 30,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||
|
(in millions, except for per share amounts)
|
|||||||||||||||||||
Statements of Earnings Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
2,897.0
|
|
|
$
|
2,694.2
|
|
|
$
|
2,558.0
|
|
|
$
|
2,430.8
|
|
|
$
|
2,303.5
|
|
|
Operating income (a)
|
500.3
|
|
|
466.9
|
|
|
418.2
|
|
|
337.1
|
|
|
212.4
|
|
|
|||||
Earnings from continuing operations before income taxes
|
468.9
|
|
|
438.9
|
|
|
395.5
|
|
|
323.2
|
|
|
200.9
|
|
|
|||||
Net earnings from continuing operations
|
307.5
|
|
|
287.1
|
|
|
263.0
|
|
|
212.1
|
|
|
125.0
|
|
|
|||||
Net earnings
|
307.5
|
|
|
287.1
|
|
|
263.0
|
|
|
212.1
|
|
|
123.6
|
|
|
|||||
Basic earnings per share from continuing operations (b)
|
$
|
2.60
|
|
|
$
|
2.39
|
|
|
$
|
2.20
|
|
|
$
|
1.74
|
|
|
$
|
1.01
|
|
|
Diluted earnings per share from continuing operations (b)
|
$
|
2.53
|
|
|
$
|
2.32
|
|
|
$
|
2.12
|
|
|
$
|
1.69
|
|
|
$
|
0.98
|
|
|
Basic Weighted-average shares outstanding
|
118.3
|
|
|
119.9
|
|
|
119.6
|
|
|
121.9
|
|
|
124.1
|
|
|
|||||
Diluted Weighted-average shares outstanding
|
121.6
|
|
|
124.0
|
|
|
124.1
|
|
|
125.4
|
|
|
127.5
|
|
|
|||||
Cash dividends declared per common share
|
$
|
1.20
|
|
|
$
|
1.08
|
|
|
$
|
0.84
|
|
|
$
|
0.72
|
|
|
$
|
0.64
|
|
|
|
June 30,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||
|
(in millions)
|
|||||||||||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
727.7
|
|
|
$
|
324.1
|
|
|
$
|
347.6
|
|
|
$
|
266.0
|
|
|
$
|
320.5
|
|
|
Total current assets
|
1,289.1
|
|
|
861.4
|
|
|
880.6
|
|
|
807.0
|
|
|
777.4
|
|
|
|||||
Property, plant and equipment, net
|
112.2
|
|
|
97.3
|
|
|
88.3
|
|
|
80.9
|
|
|
79.0
|
|
|
|||||
Total assets
|
2,879.8
|
|
|
2,368.1
|
|
|
2,192.1
|
|
|
2,018.2
|
|
|
1,987.6
|
|
|
|||||
Total current liabilities
|
693.0
|
|
|
508.9
|
|
|
484.4
|
|
|
469.5
|
|
|
410.3
|
|
|
|||||
Long-term debt, excluding current portion
|
897.6
|
|
|
689.4
|
|
|
524.1
|
|
|
524.5
|
|
|
524.4
|
|
|
|||||
Total liabilities
|
1,834.3
|
|
|
1,440.3
|
|
|
1,230.4
|
|
|
1,202.2
|
|
|
1,137.1
|
|
|
|||||
Total stockholders’ equity
|
1,045.5
|
|
|
927.8
|
|
|
961.7
|
|
|
816.0
|
|
|
850.5
|
|
|
(a)
|
Effective in the first quarter of fiscal year 2016, we have revised our presentation in the Consolidated Statements of Earnings to separately present Operating expenses, Operating income, and Non-operating expenses, net.
|
(b)
|
The computation of basic earnings per share from continuing operations is based on the Company’s Net earnings divided by the Basic Weighted-average shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if outstanding stock options at the presented date are exercised and restricted stock units have vested.
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
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.
|
•
|
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.
|
|
Years Ended June 30,
|
||||||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||||||
|
($)
|
|
(%)
|
||||||||||||
|
(in millions, except for per share amounts)
|
||||||||||||||
Revenues
|
$
|
2,897.0
|
|
|
$
|
2,694.2
|
|
|
$
|
202.8
|
|
|
8
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Cost of revenues
|
1,975.9
|
|
|
1,828.2
|
|
|
147.7
|
|
|
8
|
|
|
|||
Selling, general and administrative expenses
|
420.9
|
|
|
399.1
|
|
|
21.8
|
|
|
5
|
|
|
|||
Total operating expenses
|
2,396.8
|
|
|
2,227.3
|
|
|
169.5
|
|
|
8
|
|
|
|||
Operating income
|
500.3
|
|
|
466.9
|
|
|
33.4
|
|
|
7
|
|
|
|||
Margin
|
17.3
|
%
|
|
17.3
|
%
|
|
|
|
—
|
|
pts
|
||||
Non-operating expenses, net
|
31.4
|
|
|
28.0
|
|
|
3.4
|
|
|
12
|
|
|
|||
Earnings before income taxes
|
468.9
|
|
|
438.9
|
|
|
30.0
|
|
|
7
|
|
|
|||
Provision for income taxes
|
161.4
|
|
|
151.8
|
|
|
9.6
|
|
|
6
|
|
|
|||
Effective tax rate
|
34.4
|
%
|
|
34.6
|
%
|
|
|
|
(0.2
|
)
|
pts
|
||||
Net earnings
|
$
|
307.5
|
|
|
$
|
287.1
|
|
|
$
|
20.4
|
|
|
7
|
|
|
Basic earnings per share
|
$
|
2.60
|
|
|
$
|
2.39
|
|
|
$
|
0.21
|
|
|
9
|
|
|
Diluted earnings per share
|
$
|
2.53
|
|
|
$
|
2.32
|
|
|
$
|
0.21
|
|
|
9
|
|
|
|
|
Years Ended June 30,
|
|||||||||||||
|
|
2015
|
|
2014
|
|
Change
|
|||||||||
|
|
($)
|
|
(%)
|
|||||||||||
|
|
(in millions, except for per share amounts)
|
|||||||||||||
Revenues
|
|
$
|
2,694.2
|
|
|
$
|
2,558.0
|
|
|
$
|
136.2
|
|
|
5
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Cost of revenues
|
|
1,828.2
|
|
|
1,761.4
|
|
|
66.8
|
|
|
4
|
|
|||
Selling, general and administrative expenses
|
|
399.1
|
|
|
378.4
|
|
|
20.7
|
|
|
5
|
|
|||
Total operating expenses
|
|
2,227.3
|
|
|
2,139.8
|
|
|
87.5
|
|
|
4
|
|
|||
Operating income
|
|
466.9
|
|
|
418.2
|
|
|
48.7
|
|
|
12
|
|
|||
Margin
|
|
17.3
|
%
|
|
16.3
|
%
|
|
|
|
1.0
|
pts
|
||||
Non-operating expenses, net
|
|
28.0
|
|
|
22.7
|
|
|
5.3
|
|
|
23
|
|
|||
Earnings before income taxes
|
|
438.9
|
|
|
395.5
|
|
|
43.4
|
|
|
11
|
|
|||
Provision for income taxes
|
|
151.8
|
|
|
132.5
|
|
|
19.3
|
|
|
15
|
|
|||
Effective tax rate
|
|
34.6
|
%
|
|
33.5
|
%
|
|
|
|
1.1
|
pts
|
||||
Net earnings
|
|
$
|
287.1
|
|
|
$
|
263.0
|
|
|
$
|
24.1
|
|
|
9
|
|
Basic earnings per share
|
|
$
|
2.39
|
|
|
$
|
2.20
|
|
|
$
|
0.19
|
|
|
9
|
|
Diluted earnings per share
|
|
$
|
2.32
|
|
|
$
|
2.12
|
|
|
$
|
0.20
|
|
|
9
|
|
|
Years Ended June 30,
|
|
Change
|
||||||||||||||||||||
2016 vs. 2015
|
|
2015 vs. 2014
|
|||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
|
||||||||||
Investor Communication Solutions
|
$
|
2,220.4
|
|
|
$
|
2,030.2
|
|
|
$
|
1,881.0
|
|
|
$
|
190.2
|
|
|
9
|
|
$
|
149.2
|
|
|
8
|
Global Technology and Operations
|
738.0
|
|
|
692.5
|
|
|
680.7
|
|
|
45.5
|
|
|
7
|
|
11.8
|
|
|
2
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|||||
Foreign currency exchange
|
(61.4
|
)
|
|
(28.5
|
)
|
|
(3.7
|
)
|
|
(32.9
|
)
|
|
115
|
|
(24.8
|
)
|
|
670
|
|||||
Total
|
$
|
2,897.0
|
|
|
$
|
2,694.2
|
|
|
$
|
2,558.0
|
|
|
$
|
202.8
|
|
|
8
|
|
$
|
136.2
|
|
|
5
|
|
Years Ended June 30,
|
|
Change
|
||||||||||||||||||||||
2016 vs. 2015
|
|
2015 vs. 2014
|
|||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
|
||||||||||||
Investor Communication Solutions
|
$
|
409.1
|
|
|
$
|
381.4
|
|
|
$
|
336.3
|
|
|
$
|
27.7
|
|
|
7
|
|
|
$
|
45.1
|
|
|
13
|
|
Global Technology and Operations
|
135.4
|
|
|
120.3
|
|
|
118.8
|
|
|
15.1
|
|
|
13
|
|
|
1.5
|
|
|
1
|
|
|||||
Other
|
(79.0
|
)
|
|
(73.5
|
)
|
|
(75.3
|
)
|
|
(5.5
|
)
|
|
7
|
|
|
1.8
|
|
|
(2
|
)
|
|||||
Foreign currency exchange
|
3.4
|
|
|
10.7
|
|
|
15.7
|
|
|
(7.3
|
)
|
|
(68
|
)
|
|
(5.0
|
)
|
|
(32
|
)
|
|||||
Total
|
$
|
468.9
|
|
|
$
|
438.9
|
|
|
$
|
395.5
|
|
|
$
|
30.0
|
|
|
7
|
|
|
$
|
43.4
|
|
|
11
|
|
|
Years Ended June 30,
|
|
Change
|
||||||||||||||||||||
2016 vs. 2015
|
|
2015 vs. 2014
|
|||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
|
||||||||||
Recurring fee revenues
|
$
|
1,157.3
|
|
|
$
|
1,048.1
|
|
|
$
|
961.0
|
|
|
$
|
109.2
|
|
|
10
|
|
$
|
87.1
|
|
|
9
|
Event-driven revenues
|
199.4
|
|
|
172.8
|
|
|
155.6
|
|
|
26.6
|
|
|
15
|
|
17.2
|
|
|
11
|
|||||
Distribution revenues
|
863.7
|
|
|
809.3
|
|
|
764.4
|
|
|
54.4
|
|
|
7
|
|
44.9
|
|
|
6
|
|||||
Total
|
$
|
2,220.4
|
|
|
$
|
2,030.2
|
|
|
$
|
1,881.0
|
|
|
$
|
190.2
|
|
|
9
|
|
$
|
149.2
|
|
|
8
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Operating income (GAAP)
|
|
$
|
500.3
|
|
|
$
|
466.9
|
|
|
$
|
418.2
|
|
Adjustment:
|
|
|
|
|
|
|
||||||
Acquisition Amortization and Other Costs
|
|
36.8
|
|
|
30.2
|
|
|
24.7
|
|
|||
Adjusted Operating income (Non-GAAP)
|
|
$
|
537.1
|
|
|
$
|
497.2
|
|
|
$
|
442.9
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Net earnings (GAAP)
|
|
$
|
307.5
|
|
|
$
|
287.1
|
|
|
$
|
263.0
|
|
Adjustment:
|
|
|
|
|
|
|
||||||
Acquisition Amortization and Other Costs
|
|
36.8
|
|
|
30.2
|
|
|
24.7
|
|
|||
Tax impact of adjustment
|
|
(12.7
|
)
|
|
(10.5
|
)
|
|
(8.7
|
)
|
|||
Adjusted Net earnings (Non-GAAP)
|
|
$
|
331.7
|
|
|
$
|
306.9
|
|
|
$
|
279.0
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
||||||||||
Diluted earnings per share (GAAP)
|
|
$
|
2.53
|
|
|
$
|
2.32
|
|
|
$
|
2.12
|
|
Adjustment:
|
|
|
|
|
|
|
||||||
Acquisition Amortization and Other Costs
|
|
0.30
|
|
|
0.24
|
|
|
0.20
|
|
|||
Tax impact of adjustment
|
|
(0.10
|
)
|
|
(0.08
|
)
|
|
(0.07
|
)
|
|||
Adjusted Diluted earnings per share (Non-GAAP)
|
|
$
|
2.73
|
|
|
$
|
2.47
|
|
|
$
|
2.25
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Net cash flows provided by operating activities (GAAP)
|
|
$
|
437.7
|
|
|
$
|
431.4
|
|
|
$
|
387.7
|
|
Adjustment:
|
|
|
|
|
|
|
||||||
Capital expenditures, software purchases and capitalized internal use software
|
|
(75.5
|
)
|
|
(66.0
|
)
|
|
(53.4
|
)
|
|||
Free cash flows (Non-GAAP)
|
|
$
|
362.2
|
|
|
$
|
365.4
|
|
|
$
|
334.3
|
|
|
|
June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in millions)
|
||||||
|
|
|
|
|
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Domestic cash
|
|
$
|
497.3
|
|
|
$
|
72.3
|
|
Cash held by foreign subsidiaries
|
|
174.3
|
|
|
209.1
|
|
||
Cash held by regulated entities
|
|
56.1
|
|
|
42.7
|
|
||
Total cash and cash equivalents
|
|
$
|
727.7
|
|
|
$
|
324.1
|
|
|
|
|
|
|
Book Value
|
|
|
|
|
||||||||||||
|
Expiration
Date
|
|
Par Value
|
|
June 30,
2016 |
|
June 30,
2015 |
|
Unused
Available
Capacity at June 30, 2016
|
|
Fair Value at June 30, 2016
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
||||||||||||||
Current portion of long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2007 Senior Notes (a)
|
June 2017
|
|
$
|
125.0
|
|
|
$
|
124.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129.1
|
|
|
|
|
$
|
125.0
|
|
|
$
|
124.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, excluding current portion
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2015 Revolving Credit Facility
|
August 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
165.0
|
|
|
$
|
750.0
|
|
|
$
|
—
|
|
Fiscal 2007 Senior Notes (a)
|
June 2017
|
|
—
|
|
|
—
|
|
|
124.8
|
|
|
—
|
|
|
—
|
|
|||||
Fiscal 2014 Senior Notes
|
September 2020
|
|
400.0
|
|
|
399.7
|
|
|
399.6
|
|
|
—
|
|
|
427.6
|
|
|||||
Fiscal 2016 Senior Notes
|
June 2026
|
|
500.0
|
|
|
497.9
|
|
|
—
|
|
|
—
|
|
|
507.9
|
|
|||||
|
|
|
$
|
900.0
|
|
|
$
|
897.6
|
|
|
$
|
689.4
|
|
|
$
|
750.0
|
|
|
$
|
935.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total debt
|
|
|
$
|
1,025.0
|
|
|
$
|
1,022.5
|
|
|
$
|
689.4
|
|
|
$
|
750.0
|
|
|
$
|
1,064.6
|
|
|
Years Ended June 30,
|
||||||||||
|
2016
|
|
2015
|
|
$ Change
|
||||||
|
(in millions)
|
||||||||||
|
|
||||||||||
Net cash flows provided by operating activities
|
$
|
437.7
|
|
|
$
|
431.4
|
|
|
$
|
6.3
|
|
|
|
|
|
|
|
||||||
Net cash flows used in investing activities
|
$
|
(136.9
|
)
|
|
$
|
(276.4
|
)
|
|
$
|
139.5
|
|
|
|
|
|
|
|
||||||
Net cash flows provided by (used in) financing activities
|
$
|
108.6
|
|
|
$
|
(158.3
|
)
|
|
$
|
266.9
|
|
|
|
|
|
|
|
||||||
Free cash flows:
|
|
|
|
|
|
||||||
Net cash flows provided by operating activities (GAAP)
|
$
|
437.7
|
|
|
$
|
431.4
|
|
|
$
|
6.3
|
|
Capital expenditures, software purchases and capitalized internal use software
|
(75.5
|
)
|
|
(66.0
|
)
|
|
(9.5
|
)
|
|||
Free cash flows (Non-GAAP)
|
$
|
362.2
|
|
|
$
|
365.4
|
|
|
$
|
(3.2
|
)
|
|
Years Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
$ Change
|
||||||
|
(in millions)
|
||||||||||
|
|
||||||||||
Net cash flows provided by operating activities
|
$
|
431.4
|
|
|
$
|
387.7
|
|
|
$
|
43.7
|
|
|
|
|
|
|
|
||||||
Net cash flows used in investing activities
|
$
|
(276.4
|
)
|
|
$
|
(150.3
|
)
|
|
$
|
(126.1
|
)
|
|
|
|
|
|
|
||||||
Net cash flows used in financing activities
|
$
|
(158.3
|
)
|
|
$
|
(158.9
|
)
|
|
$
|
0.6
|
|
|
|
|
|
|
|
||||||
Free cash flows:
|
|
|
|
|
|
||||||
Net cash flows provided by operating activities (GAAP)
|
$
|
431.4
|
|
|
$
|
387.7
|
|
|
$
|
43.7
|
|
Capital expenditures, software purchases and capitalized internal use software
|
(66.0
|
)
|
|
(53.4
|
)
|
|
(12.6
|
)
|
|||
Free cash flows (Non-GAAP)
|
$
|
365.4
|
|
|
$
|
334.3
|
|
|
$
|
31.1
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
SORP
|
|
$
|
3.2
|
|
|
$
|
2.7
|
|
|
$
|
2.9
|
|
SERP
|
|
0.6
|
|
|
0.6
|
|
|
0.5
|
|
|||
Total
|
|
$
|
3.8
|
|
|
$
|
3.3
|
|
|
$
|
3.4
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
SORP
|
|
$
|
30.0
|
|
|
$
|
25.3
|
|
|
$
|
21.0
|
|
SERP
|
|
3.6
|
|
|
2.7
|
|
|
2.3
|
|
|||
Total
|
|
$
|
33.6
|
|
|
$
|
28.0
|
|
|
$
|
23.3
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Executive Retiree Health Insurance Plan
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Executive Retiree Health Insurance Plan
|
|
$
|
4.2
|
|
|
$
|
3.9
|
|
|
$
|
3.2
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than 1
Year
|
|
1-3 Years
|
|
4-5 Years
|
|
After 5
Years
|
||||||||||
|
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Debt(1)
|
|
$
|
1,025.0
|
|
|
$
|
125.0
|
|
|
$
|
—
|
|
|
$
|
400.0
|
|
|
$
|
500.0
|
|
Interest on debt(2)
|
|
245.8
|
|
|
40.8
|
|
|
67.5
|
|
|
52.6
|
|
|
85.0
|
|
|||||
Facility and equipment operating leases(3)
|
|
130.3
|
|
|
31.7
|
|
|
42.7
|
|
|
25.2
|
|
|
30.6
|
|
|||||
Software licensing(4)
|
|
44.7
|
|
|
12.5
|
|
|
18.0
|
|
|
14.3
|
|
|
—
|
|
|||||
Purchase obligations(5)
|
|
478.4
|
|
|
68.5
|
|
|
126.8
|
|
|
118.2
|
|
|
164.9
|
|
|||||
Capital commitment to equity method investment(6)
|
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Uncertain tax positions(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total(8)
|
|
$
|
1,925.7
|
|
|
$
|
280.0
|
|
|
$
|
254.9
|
|
|
$
|
610.2
|
|
|
$
|
780.5
|
|
(1)
|
These amounts represent the principal repayments of Long-term debt and are included on our Consolidated Balance Sheets. As of
June 30, 2016
, we had
$1,022.5 million
of carrying value outstanding debt consisting of senior notes of
$124.9 million
principal amount due June 2017, senior notes of
$399.7 million
principal amount due September 2020 and senior notes of $497.9 million principal amount due June 2026. See Note
11
, “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 facility fee on the revolving credit facility. Interest on the Senior Notes due 2017 is based on a fixed per annum rate equal to 6.125%. Interest on the Senior Notes due 2020 is based on a fixed per annum rate equal to 3.95%. Interest on the Senior Notes due 2026 is based on a fixed per annum rate equal to 3.40%. The Fiscal 2015 Revolving Credit Facility has an annual facility fee equal to
12.5 basis points
on the entire facility.
|
(3)
|
Included in these amounts are various facilities and equipment leases. 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 and real estate taxes 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.
|
(4)
|
These amounts represent various software license agreements. We enter into software licenses in the normal course of business.
|
(5)
|
Purchase obligations relate to payments to IBM related to the IT Services Agreement entered into in March 2010 that expires in June 2024, the EU IT Services Agreement entered into in March 2014 that expires in October 2023, and purchase and maintenance agreements on our software, equipment and other assets.
|
(6)
|
This amount represents a capital commitment to fund an equity method investment.
|
(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 net unrecognized tax benefit liability of $12.9 million. See Note
14
, “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 executive post-retirement benefit obligations reported in our Consolidated Balance Sheets in the amount of
$37.8 million
as of
June 30, 2016
were not included in the table above due to the uncertainty of the timing of these future payments.
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
IT Services Agreement
|
|
$
|
98.5
|
|
|
$
|
95.3
|
|
|
$
|
95.7
|
|
EU IT Services Agreement
|
|
7.5
|
|
|
4.6
|
|
|
1.5
|
|
|||
Total expenses
|
|
$
|
106.0
|
|
|
$
|
99.9
|
|
|
$
|
97.2
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
IT Services Agreement
|
|
$
|
(4.3
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(5.4
|
)
|
EU IT Services Agreement
|
|
(0.6
|
)
|
|
(0.4
|
)
|
|
—
|
|
|||
Total expenses
|
|
$
|
(4.8
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
(5.4
|
)
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
Consolidated Financial Statements
|
|
|
|
Financial Statement Schedule
|
|
|
|
Years ended June 30,
|
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
||||||
Revenues
|
|
$
|
2,897.0
|
|
|
$
|
2,694.2
|
|
|
$
|
2,558.0
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Cost of revenues
|
|
1,975.9
|
|
|
1,828.2
|
|
|
1,761.4
|
|
|
|||
Selling, general and administrative expenses
|
|
420.9
|
|
|
399.1
|
|
|
378.4
|
|
|
|||
Total operating expenses
|
|
2,396.8
|
|
|
2,227.3
|
|
|
2,139.8
|
|
|
|||
Operating income
|
|
500.3
|
|
|
466.9
|
|
|
418.2
|
|
|
|||
Non-operating expenses, net
|
|
31.4
|
|
|
28.0
|
|
|
22.7
|
|
|
|||
Earnings before income taxes
|
|
468.9
|
|
|
438.9
|
|
|
395.5
|
|
|
|||
Provision for income taxes
|
|
161.4
|
|
|
151.8
|
|
|
132.5
|
|
|
|||
Net earnings
|
|
$
|
307.5
|
|
|
$
|
287.1
|
|
|
$
|
263.0
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
2.60
|
|
|
$
|
2.39
|
|
|
$
|
2.20
|
|
|
Diluted earnings per share
|
|
$
|
2.53
|
|
|
$
|
2.32
|
|
|
$
|
2.12
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||
Basic
|
|
118.3
|
|
|
119.9
|
|
|
119.6
|
|
|
|||
Diluted
|
|
121.6
|
|
|
124.0
|
|
|
124.1
|
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings
|
|
$
|
307.5
|
|
|
$
|
287.1
|
|
|
$
|
263.0
|
|
Other comprehensive income (loss), net:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(15.4
|
)
|
|
(30.2
|
)
|
|
6.0
|
|
|||
Net unrealized gains (losses) on available-for-sale securities, net of taxes of $0.4, ($0.1) and $(0.5) for the years ended June 30, 2016, 2015 and 2014, respectively
|
|
(0.7
|
)
|
|
0.1
|
|
|
0.8
|
|
|||
Pension and post-retirement liability adjustment, net of taxes of $0.8, $0.7 and $0.5 for the years ended June 30, 2016, 2015 and 2014, respectively
|
|
(1.3
|
)
|
|
(1.1
|
)
|
|
(0.7
|
)
|
|||
Total other comprehensive income (loss), net
|
|
(17.3
|
)
|
|
(31.2
|
)
|
|
6.1
|
|
|||
Comprehensive income
|
|
$
|
290.2
|
|
|
$
|
255.9
|
|
|
$
|
269.1
|
|
|
|
June 30,
2016 |
|
June 30,
2015 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
727.7
|
|
|
$
|
324.1
|
|
Accounts receivable, net of allowance for doubtful accounts of $2.3 and $3.8, respectively
|
|
453.4
|
|
|
444.5
|
|
||
Other current assets
|
|
108.0
|
|
|
92.8
|
|
||
Total current assets
|
|
1,289.1
|
|
|
861.4
|
|
||
Property, plant and equipment, net
|
|
112.2
|
|
|
97.3
|
|
||
Goodwill
|
|
999.3
|
|
|
970.5
|
|
||
Intangible assets, net
|
|
210.3
|
|
|
195.7
|
|
||
Other non-current assets
|
|
268.9
|
|
|
243.2
|
|
||
Total assets
|
|
$
|
2,879.8
|
|
|
$
|
2,368.1
|
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
133.2
|
|
|
$
|
115.9
|
|
Accrued expenses and other current liabilities
|
|
352.2
|
|
|
320.4
|
|
||
Deferred revenues
|
|
82.7
|
|
|
72.6
|
|
||
Current portion of long-term debt
|
|
124.9
|
|
|
—
|
|
||
Total current liabilities
|
|
693.0
|
|
|
508.9
|
|
||
Long-term debt, excluding current portion
|
|
897.6
|
|
|
689.4
|
|
||
Deferred taxes
|
|
61.6
|
|
|
61.7
|
|
||
Deferred revenues
|
|
70.3
|
|
|
75.2
|
|
||
Other non-current liabilities
|
|
111.8
|
|
|
105.1
|
|
||
Total liabilities
|
|
1,834.3
|
|
|
1,440.3
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 154.5 and 154.5 shares, respectively; outstanding, 118.3 and 118.2 shares, respectively
|
|
1.6
|
|
|
1.6
|
|
||
Additional paid-in capital
|
|
901.2
|
|
|
855.5
|
|
||
Retained earnings
|
|
1,297.8
|
|
|
1,132.0
|
|
||
Treasury stock, at cost: 36.2 and 36.3 shares, respectively
|
|
(1,116.9
|
)
|
|
(1,040.4
|
)
|
||
Accumulated other comprehensive loss
|
|
(38.2
|
)
|
|
(20.9
|
)
|
||
Total stockholders’ equity
|
|
1,045.5
|
|
|
927.8
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,879.8
|
|
|
$
|
2,368.1
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
307.5
|
|
|
$
|
287.1
|
|
|
$
|
263.0
|
|
Adjustments to reconcile Net earnings to Net cash flows provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
52.6
|
|
|
49.3
|
|
|
46.8
|
|
|||
Amortization of acquired intangibles
|
|
31.8
|
|
|
25.3
|
|
|
22.6
|
|
|||
Amortization of other assets
|
|
26.6
|
|
|
29.7
|
|
|
28.0
|
|
|||
Deferred income taxes
|
|
(5.9
|
)
|
|
0.6
|
|
|
(11.6
|
)
|
|||
Stock-based compensation expense
|
|
43.1
|
|
|
38.6
|
|
|
34.6
|
|
|||
Excess tax benefits from the issuance of stock-based compensation awards
|
|
(21.3
|
)
|
|
(40.5
|
)
|
|
(22.8
|
)
|
|||
Other
|
|
(4.6
|
)
|
|
8.8
|
|
|
2.7
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Current assets and liabilities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in Accounts receivable, net
|
|
(5.3
|
)
|
|
(4.2
|
)
|
|
19.1
|
|
|||
(Increase) decrease in Other current assets
|
|
(12.5
|
)
|
|
14.0
|
|
|
(2.3
|
)
|
|||
Increase (decrease) in Accounts payable
|
|
6.2
|
|
|
1.9
|
|
|
(26.8
|
)
|
|||
Increase in Accrued expenses and other current liabilities
|
|
69.6
|
|
|
30.6
|
|
|
36.6
|
|
|||
Increase in Deferred revenues
|
|
2.9
|
|
|
7.1
|
|
|
5.8
|
|
|||
Non-current assets and liabilities:
|
|
|
|
|
|
|
||||||
Increase in Other non-current assets
|
|
(59.5
|
)
|
|
(45.3
|
)
|
|
(38.4
|
)
|
|||
Increase in Other non-current liabilities
|
|
6.5
|
|
|
28.4
|
|
|
30.4
|
|
|||
Net cash flows provided by operating activities
|
|
437.7
|
|
|
431.4
|
|
|
387.7
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(57.7
|
)
|
|
(50.3
|
)
|
|
(40.3
|
)
|
|||
Software purchases and capitalized internal use software
|
|
(17.8
|
)
|
|
(15.7
|
)
|
|
(13.1
|
)
|
|||
Equity method investment
|
|
(4.9
|
)
|
|
(7.5
|
)
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
|
(53.0
|
)
|
|
(202.9
|
)
|
|
(96.9
|
)
|
|||
Other investing activities
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash flows used in investing activities
|
|
(136.9
|
)
|
|
(276.4
|
)
|
|
(150.3
|
)
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
||||||
Proceeds from Long-term debt
|
|
807.9
|
|
|
320.0
|
|
|
399.5
|
|
|||
Repayments on Long-term debt
|
|
(475.0
|
)
|
|
(155.0
|
)
|
|
(400.0
|
)
|
|||
Dividends paid
|
|
(138.2
|
)
|
|
(122.3
|
)
|
|
(96.7
|
)
|
|||
Proceeds from exercise of stock options
|
|
24.8
|
|
|
62.1
|
|
|
49.5
|
|
|||
Purchases of Treasury stock
|
|
(119.8
|
)
|
|
(301.7
|
)
|
|
(129.7
|
)
|
|||
Costs related to amendment of revolving credit facility
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|||
Costs related to issuance of bonds
|
|
(3.6
|
)
|
|
—
|
|
|
(4.3
|
)
|
|||
Excess tax benefit from the issuance of stock-based compensation awards
|
|
21.3
|
|
|
40.5
|
|
|
22.8
|
|
|||
Payment of contingent consideration liabilities
|
|
(8.9
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash flows provided by (used in) financing activities
|
|
108.6
|
|
|
(158.3
|
)
|
|
(158.9
|
)
|
|||
Effect of exchange rate changes on Cash and cash equivalents
|
|
(5.7
|
)
|
|
(20.2
|
)
|
|
3.1
|
|
|||
Net change in Cash and cash equivalents
|
|
403.7
|
|
|
(23.5
|
)
|
|
81.6
|
|
|||
Cash and cash equivalents, beginning of fiscal year
|
|
324.1
|
|
|
347.6
|
|
|
266.0
|
|
|||
Cash and cash equivalents, end of fiscal year
|
|
$
|
727.7
|
|
|
$
|
324.1
|
|
|
$
|
347.6
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash payments made for interest
|
|
$
|
26.7
|
|
|
$
|
24.1
|
|
|
$
|
17.1
|
|
Cash payments made for income taxes, net of refunds
|
|
$
|
122.4
|
|
|
$
|
85.4
|
|
|
$
|
150.3
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Increase in unpaid property, plant, equipment and software included in accrued expenses
|
|
$
|
7.0
|
|
|
$
|
0.8
|
|
|
$
|
2.9
|
|
Increase in dividends payable
|
|
$
|
3.6
|
|
|
$
|
6.7
|
|
|
$
|
3.7
|
|
Increase in acquisition related obligations
|
|
$
|
5.9
|
|
|
$
|
14.5
|
|
|
$
|
—
|
|
Increase in unpaid deferred financing costs related to the issuance of bonds
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Total
Stockholders’
Equity
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balances, July 1, 2013
|
|
154.5
|
|
|
$
|
1.6
|
|
|
$
|
783.0
|
|
|
$
|
811.3
|
|
|
$
|
(784.1
|
)
|
|
$
|
4.2
|
|
|
$
|
816.0
|
|
Comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263.0
|
|
|
—
|
|
|
6.1
|
|
|
269.1
|
|
||||||
Stock plans and related tax benefits
|
|
—
|
|
|
—
|
|
|
72.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72.3
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
34.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.4
|
|
||||||
Treasury stock acquired (3.4 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129.7
|
)
|
|
—
|
|
|
(129.7
|
)
|
||||||
Treasury stock reissued (3.9 shares)
|
|
—
|
|
|
—
|
|
|
(79.0
|
)
|
|
—
|
|
|
79.0
|
|
|
—
|
|
|
—
|
|
||||||
Common stock dividends ($0.84 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100.4
|
)
|
|
—
|
|
|
—
|
|
|
(100.4
|
)
|
||||||
Balances, June 30, 2014
|
|
154.5
|
|
|
1.6
|
|
|
810.7
|
|
|
973.9
|
|
|
(834.8
|
)
|
|
10.3
|
|
|
961.7
|
|
||||||
Comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287.1
|
|
|
—
|
|
|
(31.2
|
)
|
|
255.9
|
|
||||||
Stock plans and related tax benefits
|
|
—
|
|
|
—
|
|
|
102.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102.6
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
38.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.3
|
|
||||||
Treasury stock acquired (5.7 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(301.7
|
)
|
|
—
|
|
|
(301.7
|
)
|
||||||
Treasury stock reissued (4.4 shares)
|
|
—
|
|
|
—
|
|
|
(96.1
|
)
|
|
—
|
|
|
96.1
|
|
|
—
|
|
|
—
|
|
||||||
Common stock dividends ($1.08 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129.0
|
)
|
|
—
|
|
|
—
|
|
|
(129.0
|
)
|
||||||
Balances, June 30, 2015
|
|
154.5
|
|
|
1.6
|
|
|
855.5
|
|
|
1,132.0
|
|
|
(1,040.4
|
)
|
|
(20.9
|
)
|
|
927.8
|
|
||||||
Comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307.5
|
|
|
—
|
|
|
(17.3
|
)
|
|
290.2
|
|
||||||
Stock plans and related tax benefits
|
|
—
|
|
|
—
|
|
|
46.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.2
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
42.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.8
|
|
||||||
Treasury stock acquired (2.1 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119.8
|
)
|
|
—
|
|
|
(119.8
|
)
|
||||||
Treasury stock reissued (2.2 shares)
|
|
—
|
|
|
—
|
|
|
(43.3
|
)
|
|
—
|
|
|
43.3
|
|
|
—
|
|
|
—
|
|
||||||
Common stock dividends ($1.20 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(141.7
|
)
|
|
—
|
|
|
—
|
|
|
(141.7
|
)
|
||||||
Balances, June 30, 2016
|
|
154.5
|
|
|
$
|
1.6
|
|
|
$
|
901.2
|
|
|
$
|
1,297.8
|
|
|
$
|
(1,116.9
|
)
|
|
$
|
(38.2
|
)
|
|
$
|
1,045.5
|
|
NOTE 1.
|
BASIS OF PRESENTATION
|
•
|
Investor Communication Solutions
—Broadridge offers Bank/Broker-Dealer Investor Communication Solutions, Customer Communication Solutions, Corporate Issuer Solutions, Advisor Solutions and Mutual Fund and Retirement Solutions in this segment. A large portion of Broadridge’s Investor Communication Solutions business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge
®
, Broadridge’s innovative electronic proxy delivery and voting solution for institutional investors and financial advisors, helps ensure the participation of the largest stockholders of many companies. Broadridge also provides the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help its clients meet their regulatory compliance needs.
|
•
|
Global Technology and Operations
—Broadridge offers a suite of advanced computerized real-time transaction processing services that automate the securities transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, settlement, reference data, reconciliations and accounting. Broadridge’s services help financial institutions and investment managers efficiently and cost-effectively consolidate their books and records, gather and service assets under management, focus on their core businesses, and manage risk. Broadridge’s multi-currency solutions support real-time global trading of equity, fixed income, mutual fund, foreign exchange and exchange traded derivative
|
NOTE 2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
•
|
Investor Communication Solutions
—Revenues are generated primarily from processing and distributing investor communications 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 from the rendering of services are recognized as revenue in the period in which the services have been provided and when collectability is reasonably assured. Revenues for distribution services as well as proxy fulfillment services are recorded in revenue on a gross basis with corresponding costs including amounts remitted to nominees recorded in Cost of revenues.
|
•
|
Global Technology and Operations
—Revenues are generated primarily from fees for transaction processing. Client service agreements often include up-front consideration as well as a recurring fee for transaction processing. Up-front implementation fees are deferred and recognized on a straight-line basis over the longer of the respective service term of the contract or the expected customer relationship period, which commences after client acceptance when the processing term begins. Fees received from processing and outsourcing services are recognized as revenue in the period in which the services have been rendered and when collectability is reasonably assured.
|
Equipment
|
|
3 to 5 years
|
Buildings and Building Improvements
|
|
10 to 20 years
|
Furniture and fixtures
|
|
4 to 7 years
|
NOTE 3.
|
EARNINGS PER SHARE
|
|
|
Years ended June 30,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
|
|
(in millions)
|
|||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|||
Basic
|
|
118.3
|
|
|
119.9
|
|
|
119.6
|
|
Common stock equivalents
|
|
3.4
|
|
|
4.1
|
|
|
4.5
|
|
Diluted
|
|
121.6
|
|
|
124.0
|
|
|
124.1
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions, except per share
amounts)
|
||||||||||
Net earnings
|
|
$
|
307.5
|
|
|
$
|
287.1
|
|
|
$
|
263.0
|
|
Basic Weighted-average shares outstanding
|
|
118.3
|
|
|
119.9
|
|
|
119.6
|
|
|||
Basic EPS
|
|
$
|
2.60
|
|
|
$
|
2.39
|
|
|
$
|
2.20
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions, except per share
amounts)
|
||||||||||
Net earnings
|
|
$
|
307.5
|
|
|
$
|
287.1
|
|
|
$
|
263.0
|
|
Diluted Weighted-average shares outstanding
|
|
121.6
|
|
|
124.0
|
|
|
124.1
|
|
|||
Diluted EPS
|
|
$
|
2.53
|
|
|
$
|
2.32
|
|
|
$
|
2.12
|
|
NOTE 4.
|
NON-OPERATING EXPENSES, NET
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Interest expense on borrowings
|
|
$
|
28.4
|
|
|
$
|
25.4
|
|
|
$
|
23.7
|
|
Interest income
|
|
(2.6
|
)
|
|
(2.8
|
)
|
|
(1.8
|
)
|
|||
Losses from equity method investments
|
|
5.1
|
|
|
5.5
|
|
|
—
|
|
|||
Foreign currency exchange (gain) loss
|
|
0.5
|
|
|
(0.1
|
)
|
|
0.3
|
|
|||
Other loss, net
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Non-operating expenses, net
|
|
$
|
31.4
|
|
|
$
|
28.0
|
|
|
$
|
22.7
|
|
NOTE
5
.
|
ACQUISITIONS
|
NOTE
6
.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
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.
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds(1)
|
|
$
|
121.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
121.0
|
|
Other current assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
34.4
|
|
|
—
|
|
|
1.1
|
|
|
35.5
|
|
||||
Total assets as of June 30, 2016
|
|
$
|
155.5
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
156.6
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration obligations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
5.5
|
|
Total liabilities as of June 30, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
5.5
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds(1)
|
|
$
|
65.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65.5
|
|
Other current assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
24.5
|
|
|
—
|
|
|
1.1
|
|
|
25.6
|
|
||||
Total assets as of June 30, 2015
|
|
$
|
90.1
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
91.2
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration obligations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
|
$
|
15.7
|
|
Total liabilities as of June 30, 2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
|
$
|
15.7
|
|
(1)
|
Money market funds include MMDA account balances of
$91.0 million
and
$34.0 million
as of June 30,
2016
and
2015
, respectively.
|
|
|
2016
|
|
2015
|
||||
|
|
(in millions)
|
||||||
Beginning balance
|
|
$
|
1.1
|
|
|
$
|
1.1
|
|
Net realized/unrealized gains (losses)
|
|
—
|
|
|
—
|
|
||
Purchases
|
|
—
|
|
|
—
|
|
||
Transfers in (out) of Level 3
|
|
—
|
|
|
—
|
|
||
Ending balance
|
|
$
|
1.1
|
|
|
$
|
1.1
|
|
|
|
June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in millions)
|
||||||
Beginning balance
|
|
$
|
15.7
|
|
|
$
|
1.3
|
|
Additional contingent consideration incurred
|
|
3.6
|
|
|
14.5
|
|
||
Increase (decrease) in contingent consideration liability
|
|
(4.9
|
)
|
|
0.3
|
|
||
Payments
|
|
(8.9
|
)
|
|
(0.4
|
)
|
||
Ending balance
|
|
$
|
5.5
|
|
|
$
|
15.7
|
|
NOTE 7.
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
|
June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in millions)
|
||||||
Property, plant and equipment:
|
|
|
|
|
||||
Land and buildings
|
|
$
|
2.5
|
|
|
$
|
4.9
|
|
Equipment
|
|
341.2
|
|
|
317.4
|
|
||
Furniture, leaseholds and other
|
|
177.0
|
|
|
170.9
|
|
||
|
|
520.6
|
|
|
493.2
|
|
||
Less: Accumulated depreciation
|
|
(408.4
|
)
|
|
(395.9
|
)
|
||
Property, plant and equipment, net
|
|
$
|
112.2
|
|
|
$
|
97.3
|
|
NOTE 8.
|
GOODWILL AND INTANGIBLE ASSETS, NET
|
|
|
Investor
Communication
Solutions
|
|
Global
Technology and
Operations
|
|
Total
|
||||||
|
|
(in millions)
|
||||||||||
Goodwill, gross, at July 1, 2014
|
|
$
|
583.1
|
|
|
$
|
273.0
|
|
|
$
|
856.1
|
|
Additions
|
|
98.5
|
|
|
25.5
|
|
|
124.0
|
|
|||
Foreign currency translation and other
|
|
(0.2
|
)
|
|
(9.4
|
)
|
|
(9.6
|
)
|
|||
Accumulated impairment losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Goodwill, net, at June 30, 2015
|
|
$
|
681.4
|
|
|
$
|
289.1
|
|
|
$
|
970.5
|
|
|
|
|
|
|
|
|
||||||
Goodwill, gross, at June 30, 2015
|
|
$
|
681.4
|
|
|
$
|
289.1
|
|
|
$
|
970.5
|
|
Additions
|
|
11.1
|
|
|
26.3
|
|
|
37.5
|
|
|||
Fair value adjustments
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||
Foreign currency translation and other
|
|
(0.4
|
)
|
|
(5.9
|
)
|
|
(6.3
|
)
|
|||
Accumulated impairment losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Goodwill, net, at June 30, 2016
|
|
$
|
689.7
|
|
|
$
|
309.6
|
|
|
$
|
999.3
|
|
|
|
June 30,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
|
Original
Cost
|
|
Accumulated
Amortization
|
|
Intangible
Assets, net
|
|
Original
Cost
|
|
Accumulated
Amortization
|
|
Intangible
Assets, net
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Software licenses
|
|
$
|
110.1
|
|
|
$
|
(76.7
|
)
|
|
$
|
33.5
|
|
|
$
|
89.7
|
|
|
$
|
(63.3
|
)
|
|
$
|
26.4
|
|
Acquired software technology
|
|
91.0
|
|
|
(52.1
|
)
|
|
38.9
|
|
|
74.4
|
|
|
(42.9
|
)
|
|
31.5
|
|
||||||
Customer contracts and lists
|
|
213.9
|
|
|
(86.3
|
)
|
|
127.6
|
|
|
196.8
|
|
|
(65.9
|
)
|
|
130.9
|
|
||||||
Other intangibles
|
|
23.0
|
|
|
(12.7
|
)
|
|
10.3
|
|
|
18.5
|
|
|
(11.6
|
)
|
|
6.9
|
|
||||||
|
|
$
|
438.0
|
|
|
$
|
(227.8
|
)
|
|
$
|
210.3
|
|
|
$
|
379.4
|
|
|
$
|
(183.7
|
)
|
|
$
|
195.7
|
|
|
|
Weighted-Average Remaining Useful Life (Years)
|
Software licenses
|
|
2.8
|
Acquired software technology
|
|
4.3
|
Customer contracts and lists
|
|
7.3
|
Other intangibles
|
|
4.5
|
Total Weighted-average remaining useful life
|
|
5.7
|
Years Ending June 30,
|
|
(in millions)
|
||
2017
|
|
$
|
53.9
|
|
2018
|
|
40.5
|
|
|
2019
|
|
29.9
|
|
|
2020
|
|
25.1
|
|
|
2021
|
|
19.0
|
|
|
Thereafter
|
|
41.7
|
|
NOTE
9
.
|
OTHER NON-CURRENT ASSETS
|
|
|
June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in millions)
|
||||||
Deferred client conversion and start-up costs
|
|
$
|
139.4
|
|
|
$
|
137.1
|
|
Deferred data center costs
|
|
43.1
|
|
|
43.5
|
|
||
Long-term investments
|
|
48.5
|
|
|
33.3
|
|
||
Long-term broker fees
|
|
12.4
|
|
|
5.4
|
|
||
Other
|
|
25.5
|
|
|
23.9
|
|
||
Total
|
|
$
|
268.9
|
|
|
$
|
243.2
|
|
NOTE 10.
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
|
|
|
June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in millions)
|
||||||
Employee compensation and benefits
|
|
$
|
181.2
|
|
|
$
|
163.2
|
|
Accrued broker fees
|
|
65.4
|
|
|
63.4
|
|
||
Accrued taxes
|
|
49.9
|
|
|
28.5
|
|
||
Accrued dividend payable
|
|
34.9
|
|
|
31.4
|
|
||
Other
|
|
20.7
|
|
|
33.9
|
|
||
Total
|
|
$
|
352.2
|
|
|
$
|
320.4
|
|
NOTE
11
.
|
BORROWINGS
|
|
|
|
|
|
Book Value
|
|
|
|
|
||||||||||||
|
Expiration
Date
|
|
Par Value
|
|
June 30,
2016 |
|
June 30,
2015 |
|
Unused
Available
Capacity
|
|
Fair Value at June 30, 2016
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
||||||||||||||
Current portion of long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2007 Senior Notes (a)
|
June 2017
|
|
$
|
125.0
|
|
|
$
|
124.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129.1
|
|
|
|
|
$
|
125.0
|
|
|
$
|
124.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, excluding current portion
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2015 Revolving Credit Facility
|
August 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
165.0
|
|
|
$
|
750.0
|
|
|
$
|
—
|
|
Fiscal 2007 Senior Notes (a)
|
June 2017
|
|
—
|
|
|
—
|
|
|
124.8
|
|
|
—
|
|
|
—
|
|
|||||
Fiscal 2014 Senior Notes
|
September 2020
|
|
400.0
|
|
|
399.7
|
|
|
399.6
|
|
|
—
|
|
|
427.6
|
|
|||||
Fiscal 2016 Senior Notes
|
June 2026
|
|
500.0
|
|
|
497.9
|
|
|
—
|
|
|
—
|
|
|
507.9
|
|
|||||
|
|
|
$
|
900.0
|
|
|
$
|
897.6
|
|
|
$
|
689.4
|
|
|
$
|
750.0
|
|
|
$
|
935.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total debt
|
|
|
$
|
1,025.0
|
|
|
$
|
1,022.5
|
|
|
$
|
689.4
|
|
|
$
|
750.0
|
|
|
$
|
1,064.6
|
|
NOTE 12.
|
STOCK-BASED COMPENSATION
|
|
|
Stock Options
|
|
Time-based
RSUs
|
|
Performance-based
RSUs
|
|||||||||||||||
|
|
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 July 1, 2013
|
|
10,985,482
|
|
|
$
|
20.39
|
|
|
2,086,834
|
|
|
$
|
19.65
|
|
|
572,823
|
|
|
$
|
19.96
|
|
Granted
|
|
1,683,875
|
|
|
36.88
|
|
|
906,061
|
|
|
30.46
|
|
|
348,997
|
|
|
30.93
|
|
|||
Exercised (a)
|
|
(2,686,105
|
)
|
|
18.46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vesting of RSUs (b)
|
|
—
|
|
|
—
|
|
|
(961,930
|
)
|
|
17.78
|
|
|
(237,189
|
)
|
|
17.73
|
|
|||
Expired/forfeited
|
|
(135,961
|
)
|
|
20.89
|
|
|
(164,557
|
)
|
|
21.60
|
|
|
(22,349
|
)
|
|
27.10
|
|
|||
Balances at June 30, 2014
|
|
9,847,291
|
|
|
$
|
23.73
|
|
|
1,866,408
|
|
|
$
|
25.69
|
|
|
662,282
|
|
|
$
|
26.30
|
|
Granted
|
|
1,075,759
|
|
|
50.10
|
|
|
748,582
|
|
|
39.66
|
|
|
254,440
|
|
|
35.89
|
|
|||
Exercised (a)
|
|
(3,140,921
|
)
|
|
19.79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vesting of RSUs (b)
|
|
—
|
|
|
—
|
|
|
(945,506
|
)
|
|
21.89
|
|
|
(357,515
|
)
|
|
21.29
|
|
|||
Expired/forfeited
|
|
(108,182
|
)
|
|
26.49
|
|
|
(143,024
|
)
|
|
29.81
|
|
|
(11,342
|
)
|
|
30.27
|
|
|||
Balances at June 30, 2015
|
|
7,673,947
|
|
|
$
|
29.00
|
|
|
1,526,460
|
|
|
$
|
34.51
|
|
|
547,865
|
|
|
$
|
33.94
|
|
Granted
|
|
679,995
|
|
|
52.51
|
|
|
574,889
|
|
|
52.28
|
|
|
262,292
|
|
|
50.79
|
|
|||
Exercised (a)
|
|
(1,192,266
|
)
|
|
20.83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vesting of RSUs (b)
|
|
—
|
|
|
—
|
|
|
(758,964
|
)
|
|
31.30
|
|
|
(264,868
|
)
|
|
30.30
|
|
|||
Expired/forfeited
|
|
(102,609
|
)
|
|
34.32
|
|
|
(139,489
|
)
|
|
40.45
|
|
|
(76,773
|
)
|
|
23.43
|
|
|||
Balances at June 30, 2016 (c)
|
|
7,059,067
|
|
|
$
|
32.57
|
|
|
1,202,896
|
|
|
$
|
44.34
|
|
|
468,516
|
|
|
$
|
47.15
|
|
(a)
|
Stock options exercised during the fiscal years ended June 30,
2016
,
2015
and
2014
had intrinsic values of
$41.3 million
,
$86.2 million
and
$49.9 million
, respectively.
|
(b)
|
Time-based RSUs that vested during the fiscal years ended June 30,
2016
,
2015
and
2014
had a total fair value of
$44.9 million
,
$51.5 million
and
$36.5 million
, respectively. Performance-based RSUs that vested during the fiscal years ended June 30,
2016
,
2015
and
2014
had a total fair value of
$15.6 million
,
$19.2 million
and
$8.9 million
, respectively.
|
(c)
|
As of June 30,
2016
, the Company’s outstanding “in the money” vested stock options using the fiscal year-end share price of
$65.20
(approximately
4.3 million
shares) had an aggregate intrinsic value of
$166.5 million
. As of June 30,
2016
, time-based RSUs and performance-based RSUs expected to vest using the fiscal year-end share price of
$65.20
(approximately
1.2 million
and
0.4 million
shares, respectively) had an aggregate intrinsic value of
$77.5 million
and
$28.5 million
, respectively.
|
|
|
Outstanding Options
|
|||||||
|
|
Options
Outstanding
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|||
Range of Exercise Prices
|
|
||||||||
$0.01 to $18.00
|
|
248,674
|
|
|
2.64
|
|
$
|
15.68
|
|
$18.01 to $20.00
|
|
230,862
|
|
|
1.22
|
|
$
|
19.25
|
|
$20.01 to $22.00
|
|
730,702
|
|
|
3.64
|
|
$
|
21.60
|
|
$22.01 to $24.00
|
|
1,519,965
|
|
|
5.69
|
|
$
|
22.49
|
|
$24.01 to $26.00
|
|
1,061,956
|
|
|
5.16
|
|
$
|
24.78
|
|
$26.01 to $41.00
|
|
1,547,692
|
|
|
7.61
|
|
$
|
36.97
|
|
$41.01 to $57.00
|
|
1,719,216
|
|
|
8.99
|
|
$
|
51.19
|
|
|
|
7,059,067
|
|
|
6.37
|
|
$
|
32.57
|
|
|
|
Exercisable Options
|
|||||||
Range of Exercise Prices
|
|
Options
Exercisable
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|||
$0.01 to $18.00
|
|
248,674
|
|
|
2.64
|
|
$
|
15.68
|
|
$18.01 to $20.00
|
|
230,862
|
|
|
1.22
|
|
$
|
19.25
|
|
$20.01 to $22.00
|
|
730,702
|
|
|
3.64
|
|
$
|
21.60
|
|
$22.01 to $24.00
|
|
1,238,264
|
|
|
5.57
|
|
$
|
22.54
|
|
$24.01 to $26.00
|
|
1,043,353
|
|
|
5.13
|
|
$
|
24.76
|
|
$26.01 to $41.00
|
|
379,983
|
|
|
7.60
|
|
$
|
37.09
|
|
$41.01 to $57.00
|
|
393,257
|
|
|
8.65
|
|
$
|
49.98
|
|
|
|
4,265,095
|
|
|
5.19
|
|
$
|
26.17
|
|
|
|
Fiscal Year Ended
June 30, 2016 |
|
Fiscal Year Ended
June 30, 2015 |
|
Fiscal Year Ended
June 30, 2014 |
|||
Graded Vesting
|
|
|
|
|
|
|
|||
Risk-free interest rate
|
|
1.4
|
%
|
|
1.8
|
%
|
|
2.1
|
%
|
Dividend yield
|
|
2.3
|
%
|
|
2.1
|
%
|
|
2.3
|
%
|
Weighted-average volatility factor
|
|
26.7
|
%
|
|
24.2
|
%
|
|
26.4
|
%
|
Weighted-average expected life (in years)
|
|
6.5
|
|
|
6.9
|
|
|
6.9
|
|
Weighted-average fair value (in dollars)
|
|
$10.82
|
|
$10.21
|
|
$8.19
|
|
|
Fiscal Year Ended
June 30, 2016 |
|
Fiscal Year Ended
June 30, 2015 |
|
Fiscal Year Ended
June 30, 2014 |
|||
Cliff Vesting
|
|
|
|
|
|
|
|||
Risk-free interest rate
|
|
—
|
|
|
—
|
|
|
2.3
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
2.3
|
%
|
Weighted-average volatility factor
|
|
—
|
|
|
—
|
|
|
26.4
|
%
|
Weighted-average expected life (in years)
|
|
—
|
|
|
—
|
|
|
7.7
|
|
Weighted-average fair value (in dollars)
|
|
—
|
|
|
—
|
|
|
$8.76
|
NOTE 13.
|
EMPLOYEE BENEFIT PLANS
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
401(k) savings plan
|
|
$
|
27.3
|
|
|
$
|
24.9
|
|
|
$
|
22.1
|
|
ERSP
|
|
1.2
|
|
|
0.4
|
|
|
—
|
|
|||
Total
|
|
$
|
28.5
|
|
|
$
|
25.3
|
|
|
$
|
22.1
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
SORP
|
|
$
|
3.2
|
|
|
$
|
2.7
|
|
|
$
|
2.9
|
|
SERP
|
|
0.6
|
|
|
0.6
|
|
|
0.5
|
|
|||
Total
|
|
$
|
3.8
|
|
|
$
|
3.3
|
|
|
$
|
3.4
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
SORP
|
|
$
|
30.0
|
|
|
$
|
25.3
|
|
|
$
|
21.0
|
|
SERP
|
|
3.6
|
|
|
2.7
|
|
|
2.3
|
|
|||
Total
|
|
$
|
33.6
|
|
|
$
|
28.0
|
|
|
$
|
23.3
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Executive Retiree Health Insurance Plan
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Executive Retiree Health Insurance Plan
|
|
$
|
4.2
|
|
|
$
|
3.9
|
|
|
$
|
3.2
|
|
NOTE
14
.
|
INCOME TAXES
|
|
|
Years Ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Earnings before income taxes:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
389.2
|
|
|
$
|
365.4
|
|
|
$
|
308.1
|
|
Foreign
|
|
79.7
|
|
|
73.5
|
|
|
87.4
|
|
|||
Total
|
|
$
|
468.9
|
|
|
$
|
438.9
|
|
|
$
|
395.5
|
|
|
|
Years Ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. Domestic
|
|
$
|
134.9
|
|
|
$
|
120.8
|
|
|
$
|
114.8
|
|
Foreign
|
|
23.9
|
|
|
19.8
|
|
|
22.5
|
|
|||
State
|
|
8.5
|
|
|
10.6
|
|
|
6.8
|
|
|||
Total current
|
|
167.3
|
|
|
151.2
|
|
|
144.1
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
U.S. Domestic
|
|
(7.4
|
)
|
|
4.5
|
|
|
(8.7
|
)
|
|||
Foreign
|
|
(0.4
|
)
|
|
(0.9
|
)
|
|
(0.4
|
)
|
|||
State
|
|
1.9
|
|
|
(3.0
|
)
|
|
(2.5
|
)
|
|||
Total deferred
|
|
(5.9
|
)
|
|
0.6
|
|
|
(11.6
|
)
|
|||
Total Provision for income taxes
|
|
$
|
161.4
|
|
|
$
|
151.8
|
|
|
$
|
132.5
|
|
|
|
Years Ended June 30,
|
|||||||||||||||||||
|
|
2016
|
|
%
|
|
2015
|
|
%
|
|
2014
|
|
%
|
|||||||||
|
|
(in millions)
|
|||||||||||||||||||
Provision for income taxes at U.S. statutory rate
|
|
$
|
164.1
|
|
|
35.0
|
|
|
$
|
153.6
|
|
|
35.0
|
|
|
$
|
138.4
|
|
|
35.0
|
|
Increase (decrease) in Provision for income taxes from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State taxes, net of federal tax
|
|
7.0
|
|
|
1.5
|
|
|
5.8
|
|
|
1.3
|
|
|
4.0
|
|
|
1.0
|
|
|||
Foreign taxes
|
|
(5.6
|
)
|
|
(1.2
|
)
|
|
(5.1
|
)
|
|
(1.2
|
)
|
|
(7.5
|
)
|
|
(1.9
|
)
|
|||
Valuation allowances
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.9
|
)
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|||
Other
|
|
(3.8
|
)
|
|
(0.7
|
)
|
|
(1.6
|
)
|
|
(0.3
|
)
|
|
(1.7
|
)
|
|
(0.4
|
)
|
|||
Total Provision for income taxes
|
|
$
|
161.4
|
|
|
34.4
|
|
|
$
|
151.8
|
|
|
34.6
|
|
|
$
|
132.5
|
|
|
33.5
|
|
|
|
June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in millions)
|
||||||
Classification:
|
|
|
|
|
||||
Current deferred tax assets (included in Other current assets)
|
|
$
|
19.3
|
|
|
$
|
17.7
|
|
Long-term deferred tax assets (included in Other non-current assets)
|
|
1.5
|
|
|
1.3
|
|
||
Current deferred tax liabilities (included in Accrued expenses and other current liabilities)
|
|
(0.8
|
)
|
|
(0.6
|
)
|
||
Long-term deferred tax liabilities
|
|
(61.6
|
)
|
|
(61.7
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(41.6
|
)
|
|
$
|
(43.3
|
)
|
Components:
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses not currently deductible
|
|
$
|
4.0
|
|
|
$
|
4.3
|
|
Depreciation
|
|
21.1
|
|
|
19.6
|
|
||
Compensation and benefits not currently deductible
|
|
56.0
|
|
|
47.3
|
|
||
Net operating and capital losses
|
|
21.6
|
|
|
23.7
|
|
||
Tax credits
|
|
4.8
|
|
|
5.9
|
|
||
Other
|
|
5.1
|
|
|
4.9
|
|
||
Total deferred tax assets
|
|
112.6
|
|
|
105.7
|
|
||
Less: Valuation allowances
|
|
(9.8
|
)
|
|
(9.2
|
)
|
||
Deferred tax assets, net
|
|
102.8
|
|
|
96.5
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Goodwill and identifiable intangibles
|
|
120.3
|
|
|
116.4
|
|
||
Net deferred expenses
|
|
16.5
|
|
|
16.9
|
|
||
Other
|
|
7.6
|
|
|
6.5
|
|
||
Deferred tax liabilities
|
|
144.4
|
|
|
139.8
|
|
||
Net deferred tax liabilities
|
|
$
|
(41.6
|
)
|
|
$
|
(43.3
|
)
|
|
|
Fiscal Year Ended
June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Beginning balance
|
|
$
|
24.4
|
|
|
$
|
26.6
|
|
|
$
|
30.0
|
|
Gross increase related to prior period tax positions
|
|
0.6
|
|
|
0.5
|
|
|
0.5
|
|
|||
Gross increase related to current period tax positions
|
|
2.6
|
|
|
2.4
|
|
|
2.2
|
|
|||
Gross decrease related to prior period tax positions
|
|
(9.4
|
)
|
|
(5.1
|
)
|
|
(6.1
|
)
|
|||
Ending balance
|
|
$
|
18.2
|
|
|
$
|
24.4
|
|
|
$
|
26.6
|
|
NOTE 15.
|
CONTRACTUAL COMMITMENTS, CONTINGENCIES, AND OFF-BALANCE SHEET ARRANGEMENTS
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
IT Services Agreement
|
|
$
|
98.5
|
|
|
$
|
95.3
|
|
|
$
|
95.7
|
|
EU IT Services Agreement
|
|
7.5
|
|
|
4.6
|
|
|
1.5
|
|
|||
Total expenses
|
|
$
|
106.0
|
|
|
$
|
99.9
|
|
|
$
|
97.2
|
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
IT Services Agreement
|
|
$
|
(4.3
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(5.4
|
)
|
EU IT Services Agreement
|
|
(0.6
|
)
|
|
(0.4
|
)
|
|
—
|
|
|||
Total expenses
|
|
$
|
(4.8
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
(5.4
|
)
|
|
|
Years ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Data center expenses
|
|
$
|
106.0
|
|
|
$
|
99.9
|
|
|
$
|
97.2
|
|
Facilities and equipment leases
|
|
38.1
|
|
|
36.5
|
|
|
39.1
|
|
|||
Software license agreements
|
|
26.5
|
|
|
24.8
|
|
|
25.7
|
|
|||
Software/hardware maintenance agreements
|
|
53.3
|
|
|
48.9
|
|
|
52.4
|
|
|||
Total expenses
|
|
$
|
223.9
|
|
|
$
|
210.1
|
|
|
$
|
214.4
|
|
Years Ending June 30,
|
|
(in millions)
|
||
2017
|
|
$
|
112.8
|
|
2018
|
|
99.0
|
|
|
2019
|
|
88.5
|
|
|
2020
|
|
82.5
|
|
|
2021
|
|
75.2
|
|
|
Thereafter
|
|
195.5
|
|
|
|
|
$
|
653.4
|
|
|
|
Foreign
Currency
Translation
|
|
Available-
for-Sale
Securities
|
|
Pension
and Post-
Retirement
Liabilities
|
|
Total
|
||||||||
|
|
(in millions)
|
||||||||||||||
Balances at July 1, 2013
|
|
$
|
7.6
|
|
|
$
|
1.1
|
|
|
$
|
(4.5
|
)
|
|
$
|
4.2
|
|
Other comprehensive income/(loss) before reclassifications
|
|
6.0
|
|
|
0.8
|
|
|
(1.0
|
)
|
|
5.8
|
|
||||
Amounts reclassified from accumulated other comprehensive income/(loss)
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||
Balances at June 30, 2014
|
|
$
|
13.6
|
|
|
$
|
1.9
|
|
|
$
|
(5.2
|
)
|
|
$
|
10.3
|
|
Other comprehensive income/(loss) before reclassifications
|
|
(30.2
|
)
|
|
0.1
|
|
|
(1.4
|
)
|
|
(31.5
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income/(loss)
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||
Balances at June 30, 2015
|
|
$
|
(16.6
|
)
|
|
$
|
2.0
|
|
|
$
|
(6.3
|
)
|
|
$
|
(20.9
|
)
|
Other comprehensive income/(loss) before reclassifications
|
|
(15.4
|
)
|
|
(0.7
|
)
|
|
(1.6
|
)
|
|
(17.7
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income/(loss)
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
||||
Balances at June 30, 2016
|
|
$
|
(31.9
|
)
|
|
$
|
1.3
|
|
|
$
|
(7.6
|
)
|
|
$
|
(38.2
|
)
|
|
|
Years Ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in millions)
|
||||||||||
Pension and Post-retirement liabilities:
|
|
|
|
|
|
|
||||||
Amortization of loss reclassified into Selling, general and administrative expenses
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Tax income
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Amortization of loss, net of tax
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
NOTE
17
.
|
FINANCIAL DATA BY SEGMENT
|
|
|
Investor
Communication
Solutions
|
|
Global
Technology and
Operations
|
|
Other
|
|
Foreign Currency
Exchange
|
|
Total
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Year ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
2,220.4
|
|
|
$
|
738.0
|
|
|
$
|
—
|
|
|
$
|
(61.4
|
)
|
|
$
|
2,897.0
|
|
Earnings (loss) before income taxes
|
|
409.1
|
|
|
135.4
|
|
|
(79.0
|
)
|
|
3.4
|
|
|
468.9
|
|
|||||
Assets
|
|
1,475.2
|
|
|
712.0
|
|
|
692.6
|
|
|
—
|
|
|
2,879.8
|
|
|||||
Capital expenditures
|
|
40.7
|
|
|
5.8
|
|
|
11.2
|
|
|
—
|
|
|
57.7
|
|
|||||
Depreciation and amortization
|
|
30.7
|
|
|
11.1
|
|
|
10.9
|
|
|
—
|
|
|
52.6
|
|
|||||
Amortization of acquired intangibles
|
|
26.7
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
31.8
|
|
|||||
Amortization of other assets
|
|
6.6
|
|
|
15.7
|
|
|
4.3
|
|
|
—
|
|
|
26.6
|
|
|||||
Year ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
2,030.2
|
|
|
$
|
692.5
|
|
|
$
|
—
|
|
|
$
|
(28.5
|
)
|
|
$
|
2,694.2
|
|
Earnings (loss) before income taxes
|
|
381.4
|
|
|
120.3
|
|
|
(73.5
|
)
|
|
10.7
|
|
|
438.9
|
|
|||||
Assets
|
|
1,346.9
|
|
|
786.1
|
|
|
235.1
|
|
|
—
|
|
|
2,368.1
|
|
|||||
Capital expenditures
|
|
34.9
|
|
|
6.6
|
|
|
6.9
|
|
|
—
|
|
|
48.4
|
|
|||||
Depreciation and amortization
|
|
27.8
|
|
|
12.7
|
|
|
8.8
|
|
|
—
|
|
|
49.3
|
|
|||||
Amortization of acquired intangibles
|
|
20.2
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
25.3
|
|
|||||
Amortization of other assets
|
|
6.9
|
|
|
17.7
|
|
|
5.1
|
|
|
—
|
|
|
29.7
|
|
|||||
Year ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
1,881.0
|
|
|
$
|
680.7
|
|
|
$
|
—
|
|
|
$
|
(3.7
|
)
|
|
$
|
2,558.0
|
|
Earnings (loss) before income taxes
|
|
336.3
|
|
|
118.8
|
|
|
(75.3
|
)
|
|
15.7
|
|
|
395.5
|
|
|||||
Assets
|
|
1,137.0
|
|
|
729.4
|
|
|
325.7
|
|
|
—
|
|
|
2,192.1
|
|
|||||
Capital expenditures
|
|
28.2
|
|
|
11.7
|
|
|
3.3
|
|
|
—
|
|
|
43.2
|
|
|||||
Depreciation and amortization
|
|
25.3
|
|
|
12.2
|
|
|
9.3
|
|
|
—
|
|
|
46.8
|
|
|||||
Amortization of acquired intangibles
|
|
17.8
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
22.6
|
|
|||||
Amortization of other assets
|
|
4.4
|
|
|
18.2
|
|
|
5.4
|
|
|
—
|
|
|
28.0
|
|
|
|
United
States
|
|
Canada
|
|
United
Kingdom
|
|
Other
|
|
Total
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Year ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
2,582.1
|
|
|
$
|
213.7
|
|
|
$
|
78.3
|
|
|
$
|
23.0
|
|
|
$
|
2,897.0
|
|
Assets
|
|
$
|
2,432.0
|
|
|
$
|
171.6
|
|
|
$
|
202.5
|
|
|
$
|
73.7
|
|
|
$
|
2,879.8
|
|
Year ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
2,368.6
|
|
|
$
|
224.5
|
|
|
$
|
69.8
|
|
|
$
|
31.3
|
|
|
$
|
2,694.2
|
|
Assets
|
|
$
|
1,947.1
|
|
|
$
|
174.5
|
|
|
$
|
163.2
|
|
|
$
|
83.3
|
|
|
$
|
2,368.1
|
|
Year ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
2,208.9
|
|
|
$
|
244.8
|
|
|
$
|
65.7
|
|
|
$
|
38.6
|
|
|
$
|
2,558.0
|
|
Assets
|
|
$
|
1,830.3
|
|
|
$
|
129.2
|
|
|
$
|
156.5
|
|
|
$
|
76.1
|
|
|
$
|
2,192.1
|
|
NOTE 18.
|
QUARTERLY FINANCIAL RESULTS (UNAUDITED)
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
|
(in millions, except per share amounts)
|
||||||||||||||
Year ended June 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
594.7
|
|
|
$
|
638.9
|
|
|
$
|
688.8
|
|
|
$
|
974.5
|
|
Gross profit
|
|
156.1
|
|
|
174.4
|
|
|
202.3
|
|
|
388.2
|
|
||||
Operating income
|
|
59.1
|
|
|
70.2
|
|
|
100.6
|
|
|
270.3
|
|
||||
Earnings before income taxes
|
|
51.7
|
|
|
61.3
|
|
|
93.4
|
|
|
262.5
|
|
||||
Net earnings
|
|
33.5
|
|
|
40.2
|
|
|
63.7
|
|
|
170.1
|
|
||||
Basic EPS
|
|
0.28
|
|
|
0.34
|
|
|
0.54
|
|
|
1.44
|
|
||||
Diluted EPS
|
|
0.28
|
|
|
0.33
|
|
|
0.52
|
|
|
1.40
|
|
||||
Year ended June 30, 2015
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
555.8
|
|
|
$
|
574.6
|
|
|
$
|
634.2
|
|
|
$
|
929.6
|
|
Gross profit
|
|
149.3
|
|
|
160.6
|
|
|
181.6
|
|
|
374.5
|
|
||||
Operating income
|
|
57.1
|
|
|
59.1
|
|
|
89.0
|
|
|
261.8
|
|
||||
Earnings before income taxes
|
|
50.0
|
|
|
51.6
|
|
|
81.9
|
|
|
255.4
|
|
||||
Net earnings
|
|
32.5
|
|
|
34.7
|
|
|
54.0
|
|
|
165.9
|
|
||||
Basic EPS
|
|
0.27
|
|
|
0.29
|
|
|
0.45
|
|
|
1.39
|
|
||||
Diluted EPS
|
|
0.26
|
|
|
0.28
|
|
|
0.43
|
|
|
1.35
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||
|
|
Balance at
beginning
of period
|
|
Additions
charged
to costs
and
expenses
|
|
Deductions
|
|
Balance
at end of
period
|
||||||||
Fiscal year ended June 30, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
3,843
|
|
|
$
|
496
|
|
|
$
|
(2,082
|
)
|
|
$
|
2,257
|
|
Deferred tax valuation allowance
|
|
$
|
9,200
|
|
|
$
|
644
|
|
|
$
|
—
|
|
|
$
|
9,844
|
|
Fiscal year ended June 30, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
3,276
|
|
|
$
|
1,199
|
|
|
$
|
(632
|
)
|
|
$
|
3,843
|
|
Deferred tax valuation allowance
|
|
$
|
10,900
|
|
|
$
|
—
|
|
|
$
|
(1,700
|
)
|
|
$
|
9,200
|
|
Fiscal year ended June 30, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
3,737
|
|
|
$
|
995
|
|
|
$
|
(1,456
|
)
|
|
$
|
3,276
|
|
Deferred tax valuation allowance
|
|
$
|
12,500
|
|
|
$
|
—
|
|
|
$
|
(1,600
|
)
|
|
$
|
10,900
|
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
ITEM 9A.
|
Controls and Procedures.
|
|
|
/S/ R
ICHARD
J. D
ALY
|
|
|
Richard J. Daly
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/S/ J
AMES
M. Y
OUNG
|
|
|
James M. Young
|
|
|
Vice President, Chief Financial Officer
|
ITEM 9B.
|
Other Information.
|
ITEM 10.
|
Directors. Executive Officers and Corporate Governance.
|
ITEM 11.
|
Executive Compensation.
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
ITEM 14.
|
Principal Accounting Fees and Services.
|
ITEM 15.
|
Exhibits, Financial Statement Schedules.
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedule.
|
3.
|
Exhibits.
|
|
BROADRIDGE FINANCIAL SOLUTIONS, INC.
|
||
|
|
|
|
|
By:
|
|
/s/ R
ICHARD
J. D
ALY
|
|
Name:
|
|
Richard J. Daly
|
|
Title:
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/
S
/ R
ICHARD
J. D
ALY
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
August 9, 2016
|
Richard J. Daly
|
|
|
|
|
|
|
|
/
S
/ J
AMES
M. Y
OUNG
|
|
Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
|
August 9, 2016
|
James M. Young
|
|
|
|
|
|
|
|
/
S
/ L
ESLIE
A. B
RUN
|
|
Chairman of the Board
|
August 9, 2016
|
Leslie A. Brun
|
|
|
|
|
|
|
|
/
S
/ R
OBERT
N. D
UELKS
|
|
Director
|
August 9, 2016
|
Robert N. Duelks
|
|
|
|
|
|
|
|
/
S
/ R
ICHARD
J. H
AVILAND
|
|
Director
|
August 9, 2016
|
Richard J. Haviland
|
|
|
|
|
|
|
|
/
S
/ B
RETT
A. K
ELLER
|
|
Director
|
August 9, 2016
|
Brett A. Keller
|
|
|
|
|
|
|
|
/
S
/ S
TUART
R. L
EVINE
|
|
Director
|
August 9, 2016
|
Stuart R. Levine
|
|
|
|
|
|
|
|
/
S
/ M
AURA
A. M
ARKUS
|
|
Director
|
August 9, 2016
|
Maura A. Markus
|
|
|
|
|
|
|
|
/
S
/ T
HOMAS
J. P
ERNA
|
|
Director
|
August 9, 2016
|
Thomas J. Perna
|
|
|
|
|
|
|
|
/
S
/ A
LAN
J. W
EBER
|
|
Director
|
August 9, 2016
|
Alan J. Weber
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit(1)
|
|
|
|
2.1
|
|
Purchase Agreement, dated June 14, 2016, by and among DST Systems, Inc., DST Canada Holdings, Inc., DST Output, LLC, DST Output Canada, ULC, Broadridge Output Solutions, Inc., Broadridge Investor Communications Corporation, and Broadridge Financial Solutions, Inc. (incorporate by reference to Form 8-K filed on June 14, 2016).(2)
|
|
|
|
3.1
|
|
Certificate of Incorporation of Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 2, 2007).
|
|
|
|
3.2
|
|
Amended and Restated By-laws of Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 3.2 to Form 8-K filed on July 7, 2015).
|
|
|
|
4.1
|
|
Indenture, dated as of May 29, 2007, by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 30, 2007).
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated as of May 29, 2007, by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed on May 30, 2007).
|
|
|
|
4.3
|
|
Form of 6.125% Senior Note due 2017 dated May 29, 2007 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on May 30, 2007).
|
|
|
|
4.4
|
|
Second Supplemental Indenture dated as of August 21, 2013, by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed on August 21, 2013).
|
|
|
|
4.5
|
|
Form of Broadridge Financial Solutions, Inc. 3.950% Senior Note due 2020 (included in Exhibit 4.2 to Form 8-K filed on August 21, 2013 and incorporated by reference).
|
4.6
|
|
Third Supplemental Indenture dated June 27, 2016 by and among Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 27, 2016).
|
|
|
|
4.7
|
|
Form of Broadridge Financial Solutions, Inc. 3.400% Senior Note due 2026 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 27, 2016).
|
|
|
|
10.1
|
|
Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.6 to Form 8-K filed on April 2, 2007).
|
|
|
|
10.2
|
|
Amendment No. 1 to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.26 to Form 10-K/A filed on October 27, 2010).
|
|
|
|
10.3
|
|
Amended and Restated Supplemental Officers Retirement Plan (incorporated by reference to Exhibit 10.27 to Form 10-K/A filed on October 27, 2010).
|
|
|
|
10.4
|
|
Change in Control Enhancement Agreement for Richard J. Daly (incorporated by reference to Exhibit 10.8 to Form 8-K filed on April 2, 2007).
|
|
|
|
10.5
|
|
Amendment No. 1 to Change in Control Enhancement Agreement for Richard J. Daly (incorporated by reference to Exhibit 10.28 to Form 10-K/A filed on October 27, 2010).
|
|
|
|
10.6
|
|
Change in Control Enhancement Agreement for John Hogan (incorporated by reference to Exhibit 10.9 to Form 8-K filed on April 2, 2007).
|
|
|
|
10.7
|
|
Amendment No. 1 to Change in Control Enhancement Agreement for John Hogan (incorporated by reference to Exhibit 10.29 to Form 10-K/A filed on October 27, 2010).
|
|
|
|
10.8
|
|
Information Technology Services Agreement, dated as of March 31, 2010, by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on May 10, 2010).(3)
|
|
|
|
10.9
|
|
Amendment No. 1 to the Information Technology Services Agreement, dated as of June 25, 2010, by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 10.24 to Form 10-K filed on August 12, 2010).(3)
|
Exhibit
Number
|
|
Description of Exhibit(1)
|
|
|
|
10.10
|
|
Broadridge Financial Solutions, Inc. Director Deferred Compensation Program (Amended and Restated Effective November 17, 2010) (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on February 8, 2011).
|
|
|
|
10.11
|
|
Broadridge Financial Solutions, Inc. Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.31 to Form 10-K/A filed on October 27, 2010).
|
|
|
|
10.12
|
|
Broadridge Financial Solutions, Inc. Executive Deferred Compensation Plan (Amended and Restated effective June 15, 2011) (incorporated by reference to Exhibit 10.32 to Form 10-K filed on
August 12, 2011). |
|
|
|
10.13
|
|
Amendment No. 3 to the Information Technology Services Agreement, dated as of April 15, 2011, by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 10.33 to Form 10-K filed on August 12, 2011).
|
|
|
|
10.14
|
|
Amendment No. 5 to the Information Technology Services Agreement, dated as of June 11, 2011, by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc.(3) (incorporated by reference to Exhibit 10.34 to Form 10-K filed on August 12, 2011).
|
|
|
|
10.15
|
|
Officer Severance Plan dated September 16, 2011 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 20, 2011).
|
|
|
|
10.16
|
|
Credit Agreement dated September 22, 2011, among Broadridge Financial Solutions, Inc., as Borrower, the Lenders Party thereto, JPMorgan Chase, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 23, 2011).
|
|
|
|
10.17
|
|
Amendment No. 7 to the Information Technology Services Agreement, dated October 10, 2011, by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed February 7, 2012). (3)
|
|
|
|
10.18
|
|
Amendment No. 2, dated September 19, 2013, to the Change in Control Enhancement Agreement, dated as of March 29, 2007 and amended effective December 31, 2008, between Broadridge Financial Solutions, Inc. and Richard J. Daly (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 20, 2013).
|
|
|
|
10.19
|
|
Amendment No. 2, dated September 19, 2013, to the Change in Control Enhancement Agreement, dated as of March 29, 2007 and amended effective December 31, 2008, between Broadridge Financial Solutions, Inc. and John Hogan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on September 20, 2013).
|
|
|
|
10.20
|
|
Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan, Amended and Restated effective November 14, 2013 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 15, 2013).
|
|
|
|
10.21
|
|
Special Officer Separation Agreement, dated as of February 5, 2014, between Broadridge Financial Solutions, Inc. and Dan Sheldon (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 5, 2014).
|
|
|
|
10.22
|
|
Offer Letter, dated May 21, 2014, between Broadridge Financial Solutions, Inc. and James M. Young (incorporated by reference to Exhibit 10.39 to Form 10-K filed on August 7, 2014).
|
|
|
|
10.23
|
|
Amended and Restated Credit Agreement, dated August 14, 2014, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 14, 2014).
|
|
|
|
10.24
|
|
Broadridge Executive Retirement and Savings Plan (“ERSP”), adopted August 1, 2014, effective January 1, 2015 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 6, 2014).
|
|
|
|
10.25
|
|
Amendment to the Broadridge Executive Deferred Compensation Program (“EDCP”), adopted August 1, 2014, effective December 31, 2014 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 6, 2014).
|
|
|
|
10.26
|
|
Amendment No. 12 to the Information Technology Services Agreement, dated as of March 31, 2015, by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 8, 2015).
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit(1)
|
14.1
|
|
Code of Ethics for the Company’s Principal Executive Officer and Senior Financial Officers (incorporated by reference to Exhibit 99.1 to Form 8-K filed on August 2, 2007).
|
|
|
|
21.1
|
|
Subsidiaries of the Company.
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
31.1
|
|
Certification of the President and Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following financial statements from the Broadridge Financial Solutions, Inc. Annual Report on Form 10-K for the fiscal year ended June 30, 2016, formatted in eXtensible Business Reporting Language (XBRL): (i) consolidated statements of earnings for the fiscal years ended June 30, 2016, 2015 and 2014, (ii) consolidated statements of comprehensive income for the fiscal years ended June 30, 2016, 2015 and 2014, (iii) consolidated balance sheets as of June 30, 2016, and 2015, (iv) consolidated statements of cash flows for the fiscal years ended June 30, 2016, 2015 and 2014, (v) consolidated statements of stockholders’ equity for the fiscal years ended June 30, 2016, 2015 and 2014, and (vi) the notes to the Consolidated Financial Statements.
|
(1)
|
The SEC File No. for the Company’s Form 8-K Reports referenced is 001-33220.
|
(2)
|
Schedules to the Purchase Agreement filed as Exhibit 2.1 have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any omitted schedules upon request by the Securities and Exchange Commission.
|
(3)
|
Certain confidential information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk. This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
EOG Resources, Inc. | EOG |
Expeditors International of Washington, Inc. | EXPD |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|