Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.94M
2: EX-10.25 Material Contract HTML 42K
3: EX-10.28 Material Contract HTML 91K
4: EX-10.29 Material Contract HTML 86K
5: EX-10.30 Material Contract HTML 92K
6: EX-14.1 Code of Ethics HTML 48K
7: EX-21.1 Subsidiaries List HTML 54K
8: EX-23.1 Consent of Expert or Counsel HTML 37K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 40K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 40K
19: R1 Cover Page HTML 101K
20: R2 Consolidated Statements of Comprehensive Income HTML 62K
21: R3 Consolidated Statements of Comprehensive Income HTML 43K
(Parenthetical)
22: R4 Consolidated Balance Sheets HTML 121K
23: R5 Consolidated Balance Sheets (Parenthetical) HTML 57K
24: R6 Consolidated Statements of Cash Flows HTML 136K
25: R7 Consolidated Statements of Stockholders' Equity HTML 76K
26: R8 Consolidated Statements of Stockholders' Equity HTML 44K
(Parenthetical)
27: R9 Consolidated Statements of Earnings HTML 95K
28: R10 Basis of Presentation HTML 58K
29: R11 Summary of Significant Accounting Policies HTML 88K
30: R12 Revenue Recognition HTML 95K
31: R13 Earnings Per Share HTML 81K
32: R14 Interest Expense, Net HTML 52K
33: R15 Acquisitions HTML 217K
34: R16 Fair Value of Financial Instruments HTML 136K
35: R17 Leases HTML 78K
36: R18 Property, Plant and Equipment, Net HTML 64K
37: R19 Goodwill and Intangible Assets, Net HTML 142K
38: R20 Other Non-Current Assets HTML 61K
39: R21 Payables and Accrued Expenses HTML 63K
40: R22 Borrowings HTML 132K
41: R23 Other Non-Current Liabilities HTML 54K
42: R24 Stock-Based Compensation HTML 208K
43: R25 Employee Benefit Plans HTML 117K
44: R26 Income Taxes HTML 201K
45: R27 Contractual Commitments, Contingencies, and HTML 113K
Off-Balance Sheet Arrangements
46: R28 Changes in Accumulated Other Comprehensive HTML 84K
Income/(Loss) by Component
47: R29 Financial Data by Segment HTML 179K
48: R30 Quarterly Financial Results (Unaudited) HTML 107K
49: R31 Subsequent Event (Notes) HTML 40K
50: R32 Schedule II-Valuation and Qualifying Accounts HTML 78K
51: R33 Basis of Presentation (Policies) HTML 138K
52: R34 Summary of Significant Accounting Policies HTML 41K
(Tables)
53: R35 Revenue Recognition (Tables) HTML 91K
54: R36 Earnings Per Share (Tables) HTML 84K
55: R37 Interest Expense, Net (Tables) HTML 52K
56: R38 Acquisitions (Tables) HTML 177K
57: R39 Fair Value of Financial Instruments (Tables) HTML 131K
58: R40 Leases (Tables) HTML 82K
59: R41 Property, Plant and Equipment, Net (Tables) HTML 63K
60: R42 Goodwill and Intangible Assets, Net (Tables) HTML 147K
61: R43 Other Non-Current Assets (Tables) HTML 59K
62: R44 Payables and Accrued Expenses (Tables) HTML 63K
63: R45 Borrowings (Tables) HTML 127K
64: R46 Other Non-Current Liabilities (Tables) HTML 54K
65: R47 Stock-Based Compensation (Tables) HTML 207K
66: R48 Employee Benefit Plans (Tables) HTML 116K
67: R49 Income Taxes (Tables) HTML 198K
68: R50 Contractual Commitments, Contingencies, and HTML 105K
Off-Balance Sheet Arrangements (Tables)
69: R51 Changes in Accumulated Other Comprehensive HTML 83K
Income/(Loss) by Component (Tables)
70: R52 Financial Data by Segment (Tables) HTML 177K
71: R53 Quarterly Financial Results (Unaudited) (Tables) HTML 107K
72: R54 Basis of Presentation - Additional Information HTML 64K
(Details)
73: R55 Summary of Significant Accounting Policies - HTML 101K
Additional Information (Details)
74: R56 Summary of Significant Accounting Policies - HTML 50K
Summary of Estimated Useful Lives of Assets
(Details)
75: R57 Revenue Recognition - Additional Information HTML 42K
(Details)
76: R58 Revenue Recognition - Disaggregation of Revenue HTML 97K
(Details)
77: R59 Revenue Recognition - Contract Assets and HTML 42K
Liabilities (Details)
78: R60 Earnings Per Share - Additional Information HTML 39K
(Details)
79: R61 Earnings Per Share - Denominators of Basic and HTML 45K
Diluted EPS Computations (Details)
80: R62 Earnings Per Share - Computation of Basic EPS HTML 55K
(Details)
81: R63 Earnings Per Share - Computation of Diluted EPS HTML 55K
(Details)
82: R64 Interest Expense, Net - Components of Interest HTML 43K
Expense, Net (Details)
83: R65 Acquisitions - Financial Information on HTML 110K
Transactions (Details)
84: R66 Acquisitions - Additional Information (Details) HTML 110K
85: R67 Fair Value of Financial Instruments - Summary of HTML 74K
Financial Assets and Liabilities Measured at Fair
Value on Recurring Basis (Details)
86: R68 Fair Value of Financial Instruments - Summary of HTML 42K
Financial Assets and Liabilities Measured at Fair
Value on Recurring Basis - Additional Information
(Details)
87: R69 Fair Value of Financial Instruments - Narrative HTML 39K
(Details)
88: R70 Fair Value of Financial Instruments - Schedule of HTML 50K
Changes in Level 3 Financial Liabilities (Details)
89: R71 Leases - Additional Information (Details) HTML 48K
90: R72 Leases - Supplemental Balance Sheet Information HTML 47K
(Details)
91: R73 Leases - Components of Lease Cost (Details) HTML 41K
92: R74 Leases - Supplemental Cash Flow Information HTML 41K
(Details)
93: R75 Leases - Maturity of Lease Liabilities Under Topic HTML 56K
842 (Details)
94: R76 Leases - Maturity of Lease Liabilities Under Topic HTML 55K
840 (Details)
95: R77 Property, Plant and Equipment, Net - Schedule of HTML 51K
Property, Plant and Equipment at Cost and
Accumulated Depreciation (Details)
96: R78 Property, Plant and Equipment, Net - Additional HTML 41K
Information (Details)
97: R79 Goodwill and Intangible Assets, Net - Schedule of HTML 64K
Changes in Goodwill (Details)
98: R80 Goodwill and Intangible Assets, Net - Additional HTML 63K
Information (Details)
99: R81 Goodwill and Intangible Assets, Net - Schedule of HTML 59K
Intangible Assets at Cost and Accumulated
Amortization (Details)
100: R82 Goodwill and Intangible Assets, Net - Useful Lives HTML 50K
(Details)
101: R83 Goodwill and Intangible Assets, Net - Amortization HTML 40K
of Intangibles (Details)
102: R84 Goodwill and Intangible Assets, Net - Estimated HTML 51K
Amortization Expenses of Intangible Assets
(Details)
103: R85 Other Non-Current Assets - Schedule of Other HTML 56K
Non-Current Assets (Details)
104: R86 Other Non-Current Assets - Additional Information HTML 39K
(Details)
105: R87 Payables and Accrued Expenses - Components of HTML 57K
Payables and Accrued Expenses (Details)
106: R88 Borrowings - Outstanding Borrowings (Details) HTML 83K
107: R89 Borrowings - Future Principal Payments on HTML 55K
Outstanding Debt (Details)
108: R90 Borrowings - Additional Information (Details) HTML 120K
109: R91 Other Non-Current Liabilities (Details) HTML 51K
110: R92 Stock-Based Compensation - Additional Information HTML 93K
(Details)
111: R93 Stock-Based Compensation - Summary of Incentive HTML 94K
Equity Awards (Details)
112: R94 Stock-Based Compensation - Summary of Incentive HTML 58K
Equity Awards (Additional Information) (Details)
113: R95 Stock-Based Compensation - Summary of Outstanding HTML 79K
Stock Options (Details)
114: R96 Stock-Based Compensation - Summary of Exercisable HTML 79K
Stock Options (Details)
115: R97 Stock-Based Compensation - Assumptions Used to HTML 55K
Determine Fair Values of Stock Option Grants
(Details)
116: R98 Employee Benefit Plans - Defined Contribution HTML 44K
Savings Plans (Details)
117: R99 Employee Benefit Plans - Defined Benefit Pension HTML 53K
Plans (Details)
118: R100 Employee Benefit Plans - Other Post-retirement HTML 44K
Benefit Plan (Details)
119: R101 Employee Benefit Plans - Other Post-employment HTML 42K
Benefit Obligations (Details)
120: R102 Income Taxes - Earnings from Continuing Operations HTML 46K
before Income Taxes (Details)
121: R103 Income Taxes - Components of Provision for Income HTML 65K
Taxes (Details)
122: R104 Income Taxes - Effective Income Tax Rate HTML 85K
Reconciliation (Details)
123: R105 Income Taxes - Additional Information (Details) HTML 94K
124: R106 Income Taxes - Components of Deferred Tax Assets HTML 80K
and Liabilities (Details)
125: R107 Income Taxes - Summary of Activity Related to HTML 47K
Unrecognized Tax Benefits (Details)
126: R108 Contractual Commitments, Contingencies, and HTML 70K
Off-Balance Sheet Arrangements - Additional
Information (Details)
127: R109 Contractual Commitments, Contingencies, and HTML 55K
Off-Balance Sheet Arrangements - Data Center
Agreements - Capitalized Costs (Details)
128: R110 Contractual Commitments, Contingencies, and HTML 45K
Off-Balance Sheet Arrangements - Data Center
Agreements - Amortization Expense of Capitalized
Costs (Details)
129: R111 Contractual Commitments, Contingencies, and HTML 45K
Off-Balance Sheet Arrangements - Contractual
Obligations (Details)
130: R112 Contractual Commitments, Contingencies, and HTML 48K
Off-Balance Sheet Arrangements - Schedule of
Minimum Commitments Related to Technology Service
Agreement (Details)
131: R113 Changes in Accumulated Other Comprehensive HTML 75K
Income/(Loss) by Component Changes in Accumulated
Other Comprehensive Income/(Loss) by Component -
Summary of Components of AOCI (Details)
132: R114 Financial Data by Segment - Schedule of Financial HTML 105K
Data Segment Reporting Information (Details)
133: R115 Financial Data by Segment - Schedule of Revenues HTML 63K
and Assets by Geographic Area (Details)
134: R116 Quarterly Financial Results (Unaudited) - Summary HTML 75K
of Quarterly Results of Operations (Details)
135: R117 Subsequent Event (Details) HTML 45K
136: R118 Schedule II-Valuation and Qualifying Accounts HTML 53K
[Schedule] (Details)
138: XML IDEA XML File -- Filing Summary XML 258K
18: XML XBRL Instance -- br-20200630_htm XML 5.51M
137: EXCEL IDEA Workbook of Financial Reports XLSX 181K
14: EX-101.CAL XBRL Calculations -- br-20200630_cal XML 354K
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139: JSON XBRL Instance as JSON Data -- MetaLinks 582± 871K
140: ZIP XBRL Zipped Folder -- 0001383312-20-000055-xbrl Zip 677K
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER AND
SENIOR FINANCIAL OFFICERS
Broadridge expects the highest possible ethical conduct from its Principal Executive Officer and Senior Financial Officers. Your full compliance with this Code and with Broadridge's Code of Business Conduct and Ethics is mandatory.
You are expected (i) to foster a culture of transparency, integrity and honesty, and (ii) to ensure that everyone in your organization also fully complies with this Code.
In accordance with the rules of the U.S. Securities and Exchange Commission, any change to, or waiver of, this Code must be immediately publicly disclosed.
Conflicts of Interest
You must avoid any personal activity, investment or association that could appear to interfere with good judgment concerning Broadridge's best interests. You may not exploit your position or relationship with Broadridge for personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:
•cause Broadridge to engage in business transactions
with relatives or friends;
•use Broadridge property, nonpublic Broadridge, client or vendor information or Broadridge position for personal gain by you, or for the benefit of your relatives or friends (including securities transactions based on such information);
•have more than a modest financial interest in Broadridge's vendors, clients or competitors;
•receive a loan, or guarantee of obligations, from Broadridge or a third party as a result of your position at Broadridge; or
•compete, or prepare to compete, with Broadridge while still employed by Broadridge.
There are other situations in which a conflict of interest may arise. If you have concerns about any situation,
follow the steps outlined in the Section on "Reporting Violations."
As a Broadridge Principal Executive Officer or Senior Financial Officer, it is imperative that you avoid any investment, interest or association that interferes, might interfere, or might appear to interfere, with your independent exercise of judgment in Broadridge’s best interests.
Engaging in any conduct that represents a conflict of interest is strictly prohibited.
As
you are aware, full, fair, accurate, timely and understandable disclosures in Broadridge's periodic reports are legally required and are essential to the success of its business. Please exercise the highest standard of care in preparing such reports in accordance with the following guidelines:
•All Broadridge accounting records, as well as reports produced from those records, must be in accordance with the laws of each applicable jurisdiction.
•All records must fairly and accurately reflect the transactions or occurrences to which they relate.
•All records must fairly and accurately reflect, in reasonable detail, Broadridge's assets, liabilities, revenues and expenses.
•Broadridge's accounting records must
not contain any false or intentionally misleading entries.
•No transactions should be intentionally misclassified as to accounts, departments or accounting periods.
•All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
•No information should be concealed from the internal auditors or the independent auditors.
•Compliance with Broadridge's system of internal accounting controls is required.
Compliance
You are expected to comply with both the letter and spirit of all applicable governmental laws,
rules and regulations.
If you fail to comply with this Code, with Broadridge's Code of Business Conduct and Ethics, and/or with any applicable laws, you will be subject to disciplinary measures, up to and including immediate discharge from Broadridge.
Reporting Violations
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are powerless to stop suspected misconduct or discover it after it has occurred, you should report it to your Human Resources representative or to the appropriate level of management at your location.
2
If
you are still concerned after speaking with your Human Resources representative and local management or feel uncomfortable speaking with them (for whatever reason), you may (anonymously, if you wish) contact:
Your calls, letters, and emails will be dealt with confidentially. You have Broadridge's commitment that you will be protected from retaliation.
Conclusion
In the final analysis you are the guardian of Broadridge's ethics. While there are no universal rules, when in doubt ask yourself:
•Will
my actions be ethical in every respect and fully comply with the law and with Broadridge policies?
3
•Will my actions have the appearance of impropriety?
•Will my actions be questioned by my supervisors, associates, clients, family and the general public?
•Am I trying to fool anyone, including myself, as to the propriety of my actions?
If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions without first discussing them with your local management. If you are still uncomfortable, please follow the steps outlined above in the Section
on "Reporting Violations."
Any associate who ignores or violates any of Broadridge's ethical standards, and any manager who penalizes a subordinate for trying to follow these ethical standards, will be subject to corrective action, including immediate dismissal. However, it is not the threat of discipline that should govern your actions. Broadridge expects you to share its belief that a dedicated commitment to ethical behavior is the right thing to do, is good business, and is the surest way for Broadridge to remain a World Class Service company.
