BR 10-K Annual Report June 30, 2020 | Alphaminr
BROADRIDGE FINANCIAL SOLUTIONS, INC.
ALPHAMINR

BR 10-K Fiscal year ended June 30, 2020

Balance Sheet
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Income Statement
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BROADRIDGE FINANCIAL SOLUTIONS, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Basis Of PresentationNote 2. Summary Of Significant Accounting PoliciesNote 3. Revenue RecognitionNote 4. Earnings Per ShareNote 5. Interest Expense, NetNote 6. AcquisitionsNote 7. Fair Value Of Financial InstrumentsNote 8. LeasesNote 9. Property, Plant and Equipment, NetNote 10. Goodwill and Intangible Assets, NetNote 11. Other Non-current AssetsNote 12. Payables and Accrued ExpensesNote 13. BorrowingsNote 14. Other Non-current LiabilitiesNote 15. Stock-based CompensationNote 16. Employee Benefit PlansNote 17. Income TaxesNote 18. Contractual Commitments, Contingencies, and Off-balance Sheet ArrangementsNote 19. Changes in Accumulated Other Comprehensive Income/(loss) By ComponentNote 20. Financial Data By SegmentNote 21. Quarterly Financial Results (unaudited)Note 22. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

1.1 Underwriting Agreement, dated as of December 4, 2019, among Broadridge Financial Solutions, Inc. and J.P.Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (incorporated by reference to Exhibit1.1 of Form 8-K filed on December 9, 2019) 3.1 Certificate of Incorporation of Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit3.1 to Form 8-K filed on April2, 2007) 3.2 Amended and Restated By-laws of Broadridge Financial Solutions, Inc. amended as of August 6, 2019 (incorporated by reference to Exhibit3.2 to Form 8-K filed on August 6, 2019) 4.1 Indenture, dated as of May29, 2007, by and between Broadridge Financial Solutions, Inc. and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit4.1 to Form8-Kfiled on May30, 2007) 4.2 Second Supplemental Indenture dated as of August21, 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 August21, 2013) 4.3 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) 4.4 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) 4.5 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) 4.6 Description of Securities (incorporated by reference to Exhibit 4.6 to Form 10-K filed on August 6, 2019) 4.7 Fourth Supplemental Indenture dated as of December 9, 2019, by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed on December 9, 2019) 4.8 Form of Broadridge Financial Solutions,Inc. 2.900% Senior Note due 2029 (incorporated by reference to Exhibit 4.3to Form 8-K filed on December 9, 2019) 10.1 Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit10.6 to Form 8-K filed on April2, 2007) 10.2 Amendment No. 1 to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit10.26 to Form 10-K/A filed on October27, 2010) 10.3 Change in Control Enhancement Agreement for Richard J. Daly (incorporated by reference to Exhibit10.8 to Form 8-K filed on April2, 2007) 10.4 Amendment No. 1 to Change in Control Enhancement Agreement for Richard J. Daly (incorporated by reference to Exhibit10.28 to Form 10-K/A filed on October27, 2010) 10.5 Amendment No. 2, dated September19, 2013, to the Change in Control Enhancement Agreement, dated as of March29, 2007 and amended effective December31, 2008, between Broadridge Financial Solutions, Inc. and Richard J. Daly (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September20, 2013) 10.6 Termination Amendment to the Change in Control Enhancement Agreement for Richard J. Daly (incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 10, 2020) 10.7 Officer Severance Plan dated September 16, 2011 (incorporated by referenceto Exhibit 10.1 to Form 8-K filed on September20, 2011) 10.8 Amended and Restated Supplemental Officers Retirement Plan (SORP) (incorporated by reference to Exhibit10.27 to Form 10-K/A filed on October27, 2010) 10.9 Amendment to the Broadridge Financial Solutions, Inc. SORP, effective February 2, 2017 (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on May 10, 2017) 10.10 Broadridge Financial Solutions, Inc. Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2019) (incorporated by reference to Exhibit10.2 to Form8-Kfiled on November 14, 2018) 10.11 Broadridge Financial Solutions, Inc. Executive Deferred Compensation Plan (EDCP) (Amended and Restated effective June15, 2011) (incorporated by reference to Exhibit10.32 to Form10-K filed on August 12, 2011) 10.12 Amendment to the Broadridge 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) 10.13 Broadridge Financial Solutions, Inc. Supplemental Executive Retirement Plan (SERP) (incorporated by reference to Exhibit10.31 to Form 10-K/A filed on October27, 2010) 10.14 Amendment to the Broadridge Financial Solutions, Inc. SERP, effective February 2, 2017 (incorporated by reference to Exhibit10.2 to Form 10-Q filed on May 10, 2017) 10.15 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) 10.16 Amendment to the Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan (Amended and Restated effective November 14, 2013), effective February 6, 2018 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 8, 2018) 10.17 Broadridge Financial Solutions, Inc. 2018 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 13, 2018) 10.18 Executive Officer Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form8-K filed on November 14, 2018) 10.19 Amended and Restated Credit Agreement, dated as of March 18, 2019, 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 March 18, 2019) 10.20 Amended and Restated Executive Retirement and Savings Plan, effective January 1, 2019(incorporated by reference to Exhibit 10.25 to Form 10-K filed on August 6,2019) 10.21 Amended and Restated Information Technology Services Agreement, dated December 31, 2019 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 January 31, 2020) 10.22 2019 Master Services Agreement, dated December 31, 2019 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 January 31, 2020) 10.23 Amendment Number Two to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 27, 2019) 10.24 Amendment Number Three to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit10.1 to Form 8-K filed on June 10, 2020) 10.25 Amendment Number One to the Broadridge Financial Solutions, Inc. Officer Severance Plan 10.26 Form of Stock Option Grant Award Agreement for U.S. Non-Employee Directors (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 6, 2019) 10.27 Form of Deferred Stock Unit Award Agreement for U.S. Non-Employee Directors (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 6, 2019) 10.28 Form of Restricted Stock Unit Grant Award Agreement (Performance-Based) for U.S. Corporate Officers 10.29 Form of Restricted Stock Unit Grant Award Agreement (Time-Based) for U.S. Corporate Officers 10.30 Form of Stock Option Grant Award Agreement (Performance-Based) for U.S. Corporate Officers 10.31 Clawback Policy (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2020) 14.1 Code of Ethics for the Companys Principal Executive Officer and Senior Financial Officers 14.2 Code of Business Conduct and Ethics(incorporated by reference to Exhibit 14.1 to Form 8-K filed onAugust5, 2020) 21.1 Subsidiaries of the Company 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of the Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule13a-14(a) of the Exchange Act, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule13a-14(a) of the Exchange Act, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and18U.S.C. Section1350, as adopted pursuant to Section906 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 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002