Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BR | |
Entity Registrant Name | BROADRIDGE FINANCIAL SOLUTIONS, INC. | |
Entity Central Index Key | 1,383,312 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 119,077,599 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 895.3 | $ 594.7 |
Operating expenses: | ||
Cost of revenues | 717.9 | 438.6 |
Selling, general and administrative expenses | 111.3 | 97.1 |
Total operating expenses | 829.3 | 535.7 |
Operating income | 66 | 59.1 |
Interest expense, net | 10.4 | 6.2 |
Other non-operating expenses, net | 4.2 | 1.2 |
Earnings before income taxes | 51.5 | 51.7 |
Provision for income taxes | 17.9 | 18.1 |
Net earnings | $ 33.7 | $ 33.5 |
Basic earnings per share (in dollars per share) | $ 0.28 | $ 0.28 |
Diluted earnings per share (in dollars per share) | $ 0.28 | $ 0.28 |
Weighted-average shares outstanding: | ||
Basic (in shares) | 118.5 | 118.3 |
Diluted (in shares) | 121.6 | 121.7 |
Dividends declared per common share (in dollars per share) | $ 0.33 | $ 0.30 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings | $ 33.7 | $ 33.5 |
Other comprehensive income (loss), net: | ||
Foreign currency translation adjustments | (11.3) | (11.5) |
Net unrealized gains (losses) on available-for-sale securities, net of taxes of $(0.3) and $0.2 for the three months ended September 30, 2016 and 2015, respectively | 0.5 | (0.6) |
Pension and post-retirement liability adjustment, net of taxes of $(0.1) and $(0.1) for the three months ended September 30, 2016 and 2015, respectively | (0.1) | (0.1) |
Total other comprehensive loss, net | (10.7) | (12) |
Comprehensive income | $ 23 | $ 21.5 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gains (loss) on available-for-sale securities, tax | $ 0.3 | $ (0.2) |
Pension and post-retirement liability adjustments, tax | $ 0.1 | $ 0.1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 227.4 | $ 727.7 |
Accounts receivable, net of allowance for doubtful accounts of $3.0 and $2.3, respectively | 499.4 | 453.4 |
Other current assets | 159 | 108 |
Total current assets | 885.8 | 1,289.1 |
Property, plant and equipment, net | 130.7 | 112.2 |
Goodwill | 1,239.5 | 999.3 |
Intangible assets, net | 389 | 210.3 |
Other non-current assets | 297.3 | 261.8 |
Total assets | 2,942.3 | 2,872.7 |
Current liabilities: | ||
Current portion of long-term debt | 124.9 | 124.8 |
Accounts payable | 134.1 | 133.2 |
Accrued expenses and other current liabilities | 308.4 | 352.2 |
Deferred revenues | 74.4 | 82.7 |
Total current liabilities | 641.8 | 692.9 |
Long-term debt, excluding current portion | 1,001 | 890.7 |
Deferred taxes | 61.4 | 61.6 |
Deferred revenues | 69.6 | 70.3 |
Other non-current liabilities | 117.3 | 111.8 |
Total liabilities | 1,891 | 1,827.3 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none | 0 | 0 |
Common stock, $0.01 par value: 650.0 shares authorized; 154.5 and 154.5 shares issued, respectively; and 119.1 and 118.3 shares outstanding, respectively | 1.6 | 1.6 |
Additional paid-in capital | 936.5 | 901.2 |
Retained earnings | 1,292.4 | 1,297.8 |
Treasury stock, at cost: 35.4 and 36.2 shares, respectively | (1,130.2) | (1,116.9) |
Accumulated other comprehensive loss | (48.9) | (38.2) |
Total stockholders’ equity | 1,051.3 | 1,045.5 |
Total liabilities and stockholders’ equity | $ 2,942.3 | $ 2,872.7 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3 | $ 2.3 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 650,000,000 | 650,000,000 |
Common stock, shares issued (in shares) | 154,500,000 | 154,500,000 |
Common stock, shares outstanding (in shares) | 119,100,000 | 118,300,000 |
Treasury stock, shares (in shares) | 35,400,000 | 36,200,000 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows $ in Millions | 3 Months Ended | |
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Cash Flows From Operating Activities | ||
Net earnings | $ 33.7 | $ 33.5 |
Adjustments to reconcile Net earnings to Net cash flows provided by operating activities: | ||
Depreciation and amortization | 17.5 | 12.4 |
Amortization of acquired intangibles and purchased intellectual property | 12.8 | 8.1 |
Amortization of other assets | 7.4 | 6.5 |
Stock-based compensation expense | 8.8 | 9 |
Deferred income taxes | (7.8) | (8.8) |
Excess tax benefits from stock-based compensation awards | (20.9) | (1.4) |
Other | 2.3 | (1.1) |
Current assets and liabilities: | ||
Decrease in Accounts receivable, net | 44.4 | 36.7 |
Increase in Other current assets | (27.5) | (5.9) |
Decrease in Accounts payable | (7.9) | (3.5) |
Decrease in Accrued expenses and other current liabilities | (118.5) | (96) |
Increase (decrease) in Deferred revenues | (11.7) | 2.2 |
Non-current assets and liabilities: | ||
Increase in Other non-current assets | (27.1) | (14.6) |
Increase (decrease) in Other non-current liabilities | 7.3 | (1.7) |
Net cash flows used in operating activities | (87.4) | (24.6) |
Cash Flows From Investing Activities | ||
Capital expenditures | (7.2) | (14.9) |
Software purchases and capitalized internal use software | (7.6) | (2.9) |
Acquisitions, net of cash acquired | (402) | 0 |
Purchase of intellectual property | (90) | 0 |
Equity method investment | (1.6) | (0.3) |
Net cash flows used in investing activities | (508.4) | (18.1) |
Cash Flows From Financing Activities | ||
Proceeds from Long-term debt | 110 | 65 |
Repayments on Long-term debt | (20) | |
Excess tax benefits from stock-based compensation awards | 20.9 | 1.4 |
Dividends paid | (35.5) | (32) |
Purchases of Treasury stock | (40) | (3) |
Proceeds from exercise of stock options | 41.4 | 3.1 |
Payment of contingent consideration liabilities | 0 | (0.8) |
Costs related to issuance of bonds | (0.7) | 0 |
Net cash flows provided by financing activities | 96.1 | 13.7 |
Effect of exchange rate changes on Cash and cash equivalents | (0.7) | (8.8) |
Net change in Cash and cash equivalents | (500.3) | (37.8) |
Cash and cash equivalents, beginning of period | 727.7 | 324.1 |
Cash and cash equivalents, end of period | 227.4 | 286.3 |
Supplemental disclosure of cash flow information: | ||
Cash payments made for interest | 8 | 8.5 |
Cash payments made for income taxes, net of refunds | 55 | 30 |
Non-cash investing and financing activities: | ||
Accrual of unpaid property, plant and equipment and software | 0.6 | |
Obligations related to the purchase of intellectual property | $ 5 | $ 0 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation | BASIS OF PRESENTATION A. Description of Business . Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”), a Delaware corporation, is a leading global provider of investor communications and technology-driven solutions to banks, broker-dealers, mutual funds and corporate issuers. Our services include investor and customer communications, securities processing, and data and analytics solutions. In short, we provide the infrastructure that helps the financial services industry operate. With over 50 years of experience, we provide financial services firms with advanced, dependable, scalable and cost-effective integrated systems. Our systems help reduce the need for clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities. We deliver a broad range of solutions that help our clients better serve their retail and institutional customers across the entire investment lifecycle, including pre-trade, trade, and post-trade processing functionality. The Company operates in two reportable segments: Investor Communication Solutions and Global Technology and Operations. Broadridge serves a large and diverse client base across four client groups: capital markets, asset management, wealth management and corporations. • 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. Broadridge also provides customer communications, financial information distribution and transaction reporting services to financial services firms, corporations and mutual funds. These services include the processing and distribution of account statements and trade confirmations, traditional and personalized document fulfillment and content management services, marketing communications, and imaging, archival and workflow solutions that enable and enhance Broadridge’s clients’ communications with investors and customers. All of these communications are delivered through print, electronic or digital channels. In addition, Broadridge provides corporations with registered proxy services as well as registrar, stock transfer and record-keeping services. Broadridge’s advisor solutions enable firms, financial advisors, wealth managers, and insurance agents to better engage with customers through cloud-based marketing and customer communication tools. Broadridge’s marketing ecosystem integrates data, content and technology to drive new client acquisition and cross-sell opportunities through the creation of sales and educational content, including seminars and a library of financial planning topics as well as customizable advisor websites, search engine marketing and electronic and print newsletters. Broadridge’s advisor solutions also help advisors optimize their practice management through customer and account data aggregation and reporting. Broadridge’s mutual fund and retirement solutions are a full range of tools for mutual funds, exchange traded fund (“ETF”) providers, and asset management firms. They include data-driven technology solutions for data management, analytics, investment accounting, marketing and customer communications. In addition, Broadridge provides mutual fund trade processing services for retirement providers, third party administrators, financial advisors, banks and wealth management professionals through its subsidiary, Matrix Financial Solutions, Inc. In July 2016, Broadridge acquired the North American Customer Communications (“NACC”) business of DST Systems, Inc. NACC is a leading provider of customer communication services including print and digital communication solutions, content management, postal optimization, and fulfillment. The NACC business will be integrated into the existing customer communications business and is now known as Broadridge Customer Communications. In September 2016, Broadridge acquired intellectual property assets from Inveshare, Inc. (“Inveshare”) and concurrently entered into a development agreement with an affiliate of Inveshare to use these assets to develop blockchain technology applications for Broadridge’s proxy business. Broadridge also granted Inveshare a perpetual license to the acquired technology assets, and Inveshare will remain an independent provider of proxy communication services. • 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 securities in established and emerging markets. In addition, Broadridge’s Managed Services solution allows broker- dealers to outsource certain administrative functions relating to clearing and settlement and asset servicing, while maintaining their ability to finance and capitalize their businesses. B. Consolidation and Basis of Presentation . The Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). These financial statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under either the cost or equity methods of accounting. Intercompany balances and transactions have been eliminated. Amounts presented may not sum due to rounding. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (the “ 2016 Annual Report”) filed on August 9, 2016 with the Securities and Exchange Commission (the “SEC”). These Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation in accordance with GAAP of the Company’s financial position at September 30, 2016 and June 30, 2016 , the results of its operations for the three months ended September 30, 2016 and 2015 , and its cash flows for the three months ended September 30, 2016 and 2015 . Effective in the first quarter of fiscal year 2017, the Company revised the presentation in the Consolidated Statements of Earnings to separately present Interest expense, net. Previously, Interest expense, net, was reported as part of Non-operating expenses, net, and was not separately presented in the Condensed Consolidated Statements of Earnings. All prior period information has been conformed to the current period presentation. See Note 4, “Interest Expense, Net,” for details of the Company’s Interest expense, net, and Note 5, “Other Non-Operating Expenses, Net,” for details of the Company’s Other non-operating expenses, net. Effective in the first quarter of fiscal year 2017, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU No. 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company has applied this guidance on a retrospective basis and accordingly, the Condensed Consolidated Balance Sheets as of June 30, 2016 has been updated to reflect this new classification, which resulted in a decrease in Other non-current assets of $7.1 million , a decrease in Long-term debt, excluding current portion of $7.0 million and a decrease of $0.1 million in Current portion of long-term debt at June 30, 2016 . C. Use of Estimates . The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes thereto. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions and judgment that are believed to be reasonable under the circumstances. Accordingly, actual results could differ from those estimates. D. Cash and Cash Equivalents . Investment securities with an original maturity of 90 days or less are considered cash equivalents. The fair value of the Company’s Cash and cash equivalents approximates carrying value due to their short term nature. E. Financial Instruments . Substantially all of the financial instruments of the Company other than Long-term debt are carried at fair values, or at carrying amounts that approximate fair values because of the short maturity of the instruments. The carrying value of the Company’s long-term fixed-rate senior notes represents the face value of the long-term fixed-rate senior notes net of the unamortized discount and net of the associated unamortized debt issuance cost. The fair value of the Company’s long-term fixed-rate senior notes is based on quoted market prices. Refer to Note 10, “Borrowings,” for a further discussion of the Company’s long-term fixed-rate senior notes. F. Subsequent Events . In preparing the accompanying Condensed Consolidated Financial Statements, the Company has reviewed events that have occurred after September 30, 2016 , through the date of issuance of the Condensed Consolidated Financial Statements. Refer to Note 16, “Subsequent Event” for a description of the Company’s subsequent event. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | NEW ACCOUNTING PRONOUNCEMENTS In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU No. 2016-09”). ASU No. 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including presenting the excess tax benefit or deficit from the exercise or vesting of share-based payments in the income statement, a revision to the criteria for classifying an award as equity or liability, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. In addition, ASU No. 2016-09 eliminates the excess tax benefit from the assumed proceeds calculation under the treasury stock method for purposes of calculating diluted shares. ASU No. 2016-09 is effective for the Company beginning in our first quarter of fiscal year 2018, with early adoption permitted. Certain provisions of ASU No. 2016-09 are required to be adopted prospectively, most notably the requirement to recognize the excess tax benefit or deficit in the income statement, while other provisions of ASU No. 2016-09 require modified retrospective application or in some cases full retrospective application. The Company is currently evaluating the impact of the pending adoption of ASU No. 2016-09 on the Company’s Condensed Consolidated Financial Statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU No. 2016-02”). Under ASU No. 2016-02, all lease arrangements exceeding a twelve month term must now be recognized as assets and liabilities on the balance sheet of the lessee by recording a right-of-use asset and corresponding lease obligation generally equal to the present value of the future lease payments over the lease term. Further, the income statement will reflect lease expense for leases classified as operating and amortization/interest expense for leases classified as financing, determined using classification criteria substantially similar to the current lease guidance for distinguishing between an operating and capital lease. ASU No. 2016-02 also contains certain additional qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. ASU No. 2016-02 is effective for the Company in the first quarter of fiscal year 2020 and will be adopted on a modified retrospective basis, which will require adjustment to all comparative periods presented in the consolidated financial statements. The Company is currently evaluating the impact of the pending adoption of ASU No. 2016-02 on the Company’s Condensed Consolidated Financial Statements. In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU No. 2016-01”), which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. ASU No. 2016-01 is effective for the Company beginning in our first quarter of fiscal year 2019. The pending adoption of this guidance is not expected to have a material impact on the Company’s Condensed Consolidated Financial Statements. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU No. 2015-17”). The amendments in ASU No. 2015-17 require entities that present a classified balance sheet to classify all deferred tax liabilities and assets as a noncurrent amount. The amendments in ASU No. 2015-17 are effective for the Company in the first quarter of fiscal year 2018, applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The pending adoption of this guidance is not expected to have a material impact on the Company’s Condensed Consolidated Financial Statements. In April 2015, the FASB issued ASU No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU No. 2015-05”). ASU No. 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU No. 2015-05 does not change the accounting for a customer’s accounting for service contracts. Following adoption of ASU No. 2015-05, all software licenses within its scope are accounted for consistent with other licenses of intangible assets. The Company adopted No. 2015-05 effective in the first quarter of fiscal year 2017 prospectively to all arrangements entered into or materially modified after the effective date. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU No. 2015-03”), to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU No. 2015-03 is effective for the Company in the first quarter of fiscal year 2017. We have adopted this standard as of July 1, 2016 with retrospective application. See Note 1, “Basis of Presentation” for additional information related to this adoption. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU No. 2014-9”), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU No. 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU No. 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers - Deferral of the Effective Date,” which defers the effective date of ASU No. 2014-09 by one year, with an option that would permit companies to adopt the standard as early as the original effective date. As a result, ASU No. 2014-09 will be effective for the Company as of the first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU No. 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU No. 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU No. 2014-09. In March 2016, the FASB issued ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU No. 2016-08”), which provides clarifying implementation guidance to the principal versus agent provisions of ASU No. 2014-09. In April 2016, the FASB issued ASU No. 2016-10 “Identifying Performance Obligations and Licensing” (“ASU No. 2016-10”), which provides clarifying implementation guidance for applying ASU No. 2014-09 with respect to identifying performance obligations and the accounting for licensing arrangements. In May 2016, the FASB issued ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” (“ASU No. 2016-12”), which provides certain clarifying guidance for ASU No. 2014-09 relative to treatment of sales taxes, noncash consideration, collectibility and certain aspects of transitional guidance. Each of ASU No. 2016-08, ASU No. 2016-10 and ASU No. 2016-12 have the same effective date as ASU No. 2014-09. The Company is currently evaluating the impact of the pending adoption of ASU No. 2014-09, ASU No. 2016-08, ASU No. 2016-10 and ASU No. 2016-12 on its Condensed Consolidated Financial Statements. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Basic earnings per share (“EPS”) is calculated by dividing the Company’s Net earnings by the basic Weighted-average shares outstanding for the periods presented. The Company calculates diluted EPS using the treasury stock method, which reflects the potential dilution that could occur if outstanding stock options at the presented date are exercised and restricted stock unit awards have vested. For the three months ended September 30, 2016 , there were no options to purchase Broadridge common stock that would have been anti-dilutive to exclude from the computation of diluted EPS. For the three months ended September 30, 2015 , the computation of diluted EPS did not include 0.9 million options to purchase Broadridge common stock, as the effect of their inclusion would have been anti-dilutive. The following table sets forth the denominators of the basic and diluted EPS computations (in millions): Three Months Ended 2016 2015 Weighted-average shares outstanding: Basic 118.5 118.3 Common stock equivalents 3.1 3.4 Diluted 121.6 121.7 |
Interest Expense, Net
Interest Expense, Net | 3 Months Ended |
Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | |
Interest Expense, Net | INTEREST EXPENSE, NET Interest expense, net consisted of the following: Three Months Ended September 30, 2016 2015 (in millions) Interest expense on borrowings $ 10.7 $ 6.8 Interest income (0.4 ) (0.5 ) Interest expense, net $ 10.4 $ 6.2 |
Other Non-Operating Expenses, N
Other Non-Operating Expenses, Net | 3 Months Ended |
Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | |
Other Non-Operating Expenses, Net | OTHER NON-OPERATING EXPENSES, NET Other non-operating expenses, net consisted of the following: Three Months Ended September 30, 2016 2015 (in millions) Losses from equity method investments $ 1.9 $ 1.6 Foreign currency exchange (gain) loss 2.3 (0.4 ) Other non-operating expenses, net $ 4.2 $ 1.2 |
Acquisitions
Acquisitions | 3 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS BUSINESS COMBINATIONS Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Condensed Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the business acquired by the Company are included in the Company’s Condensed Consolidated Statements of Earnings since the respective date of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill. During the first quarter of fiscal year 2017, the Company acquired one business in the Investor Communication Solutions segment: NACC In July 2016, the Company acquired the assets of NACC, a leading provider of customer communication services including print and digital communication solutions, content management, postal optimization, and fulfillment. This acquisition will expand the Company’s existing customer communications business. The aggregate purchase price was $410.0 million in cash, or $402.0 million net of cash acquired and other closing adjustments, and subject further to a customary net working capital adjustment. Net tangible assets acquired in the transaction were $56.2 million . This acquisition resulted in $249.0 million of Goodwill, which is primarily tax deductible. Intangible assets acquired, which totaled $96.8 million , consist primarily of customer relationships and software technology. The results of NACC’s operations were included in the Company’s Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q from the date of acquisition. As of September 30, 2016 , the NACC purchase price allocation has not yet been finalized, specifically the fair values and the useful lives of the acquired intangible assets and property, plant and equipment, as well as finalization of the net working capital adjustment. The following summarizes the preliminary allocation of purchase price for the NACC acquisition: NACC Accounts receivable, net $ 87.3 Other current assets 19.5 Property, plant and equipment 29.8 Intangible assets 96.8 Goodwill 249.0 Other non-current assets 1.6 Accounts payable (14.4 ) Accrued expenses and other current liabilities (59.2 ) Deferred taxes (7.3 ) Deferred revenue (1.1 ) Consideration paid, net of cash acquired $ 402.0 Unaudited Pro Forma Financial Information The unaudited pro forma condensed consolidated results of operations in the table below are provided for illustrative purposes only and summarize the combined results of operations of Broadridge and NACC. For purposes of this pro forma presentation, the acquisition of NACC is assumed to have occurred on July 1, 2015. The pro forma financial information for all periods presented also includes the estimated business combination accounting effects resulting from this acquisition, notably amortization expense from the acquired intangible assets (of which the purchase accounting allocation has not yet been finalized) and interest expense from a recent bond offering, the proceeds of which were used to fund the acquisition. This unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had actually occurred on July 1, 2015, nor of the results of operations that may be obtained in the future. Three Months Ended September 30, 2016 2015 (in millions, except per share data) Revenues $ 895.3 $ 874.8 Net earnings $ 33.7 $ 36.7 Basic earnings per share $ 0.28 $ 0.31 Diluted earnings per share $ 0.28 $ 0.30 ASSET ACQUISITIONS Purchase of Intellectual Property In September 2016, the Company’s Investor Communication Solutions segment acquired intellectual property assets from Inveshare and concurrently entered into a development agreement with an affiliate of Inveshare to use these assets to develop blockchain technology applications for Broadridge’s proxy business. The purchase price was $95.0 million , which consisted of a $90.0 million cash payment upon closing of the acquisition and a $5.0 million obligation payable which the Company expects to pay by September 2017, plus an additional deferred payment of $40.0 million to an affiliate of Inveshare upon delivery of the new blockchain technology applications, which the Company expects to pay by September 2018. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1 Quoted market prices in active markets for identical assets and liabilities. Level 2 Observable market-based inputs other than quoted prices in active markets for identical assets and liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 and Level 2 instruments based on the exchange traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and its counterparties. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period. The Company holds available-for-sale securities issued by a non-public entity for which the lowest level of significant inputs is unobservable. On a recurring basis, the Company uses pricing models and similar techniques for which the determination of fair value requires significant judgment by management. Accordingly, the Company classifies the available-for-sale securities as Level 3 in the table below. The fair value of the contingent consideration obligations are based on a probability weighted approach derived from the estimates of earn-out criteria and the probability assessment with respect to the likelihood of achieving those criteria. The measurement is based on significant inputs that are not observable in the market, therefore, the Company classifies this liability as Level 3 in the table below. The following tables set forth the Company’s financial assets and liabilities at September 30, 2016 and June 30, 2016 , respectively, that are measured at fair value on a recurring basis during the period, segregated by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total (in millions) Assets: Cash and cash equivalents: Money market funds (1) $ 64.5 $ — $ — $ 64.5 Other current assets: Available-for-sale securities 0.1 — — 0.1 Other non-current assets: Available-for-sale securities 44.1 — 1.1 45.2 Total assets as of September 30, 2016 $ 108.7 $ — $ 1.1 $ 109.8 Liabilities Contingent consideration obligations: — — 6.4 6.4 Total liabilities as of September 30, 2016 $ — $ — $ 6.4 $ 6.4 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 _____________ (1) Money market funds include money market deposit account balances of $52.8 million and $91.0 million as of September 30, 2016 and June 30, 2016 , respectively. The following table sets forth an analysis of changes during the three months ended September 30, 2016 and 2015 , in Level 3 financial assets of the Company: September 30, September 30, (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 The Company did not incur any Level 3 fair value asset impairments during the three months ended September 30, 2016 and 2015 . The following table sets forth an analysis of changes during the three months ended September 30, 2016 and 2015 , in Level 3 financial liabilities of the Company: September 30, September 30, (in millions) Beginning balance $ 5.5 $ 15.7 Additional contingent consideration incurred — — Increase in contingent consideration liability 0.9 — Payments — (0.8 ) Ending balance $ 6.4 $ 14.9 Changes in economic conditions or model based valuation techniques may require the transfer of financial instruments between levels. The Company’s policy is to record transfers between levels if any, as of the beginning of the fiscal year. |
Other Non-Current Assets
Other Non-Current Assets | 3 Months Ended | |
Sep. 30, 2016 | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other Non-Current Assets | OTHER NON-CURRENT ASSETS Other non-current assets consisted of the following: September 30, June 30, (in millions) Deferred client conversion and start-up costs $ 143.2 $ 139.4 Deferred data center costs 42.4 43.1 Long-term investments 57.9 48.5 Long-term broker fees 34.7 12.4 Other (a) 19.1 18.4 Total $ 297.3 $ 261.8 (a) On July 1, 2016, the Company has adopted ASU 2015-03 on a retrospective basis and accordingly, the Condensed Consolidated Balance Sheets as of June 30, 2016 has been updated to reflect this new classification, which resulted in a decrease in Other non-current assets of $7.1 million , a decrease in Long-term debt, excluding current portion of $7.0 million and a decrease of $0.1 million in Current portion of long-term debt at June 30, 2016 . | [1] |
[1] | On July 1, 2016, the Company has adopted ASU 2015-03 on a retrospective basis and accordingly, the Condensed Consolidated Balance Sheets as of June 30, 2016 has been updated to reflect this new classification, which resulted in a decrease in Other non-current assets of $7.1 million, a decrease in Long-term debt, excluding current portion of $7.0 million and a decrease of $0.1 million in Current portion of long-term debt at June 30, 2016. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Expenses and Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: September 30, June 30, (in millions) Employee compensation and benefits $ 135.2 $ 181.2 Accrued broker fees 52.2 65.4 Accrued taxes 14.9 49.9 Accrued dividend payable 38.5 34.9 Customer deposits 38.7 — Other 28.8 20.7 Total $ 308.4 $ 352.2 |
Borrowings
Borrowings | 3 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Borrowings | BORROWINGS Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows: Expiration Date Par value at September 30, 2016 Carrying value at September 30, 2016 Carrying value at June 30, 2016 (a) Unused Available Capacity Fair Value at September 30, 2016 (in millions) Current portion of long-term debt Fiscal 2007 Senior Notes June 2017 $ 125.0 $ 124.9 $ 124.8 $ — $ 128.8 $ 125.0 $ 124.9 $ 124.8 $ — $ 128.8 Long-term debt, excluding current portion Fiscal 2015 Revolving Credit Facility August 2019 $ — $ 110.0 $ — $ 640.0 $ 110.0 Fiscal 2014 Senior Notes September 2020 400.0 397.3 397.2 — 422.8 Fiscal 2016 Senior Notes June 2026 500.0 493.6 493.5 — 515.2 $ 900.0 $ 1,001.0 $ 890.7 $ 640.0 $ 1,048.0 Total debt $ 1,025.0 $ 1,125.8 $ 1,015.5 $ 640.0 $ 1,176.9 (a) On July 1, 2016, the Company has adopted ASU 2015-03 on a retrospective basis and accordingly, the Condensed Consolidated Balance Sheets as of June 30, 2016 has been updated to reflect this new classification, which resulted in a decrease in Other non-current assets of $7.1 million , a decrease in Long-term debt, excluding current portion of $7.0 million and a decrease of $0.1 million in Current portion of long-term debt at June 30, 2016 . Fiscal 2015 Revolving Credit Facility: On August 14, 2014, the Company entered into an amended and restated $750.0 million five -year revolving credit facility (the “Fiscal 2015 Revolving Credit Facility”), which replaced the $500.0 million five -year revolving credit facility entered into in September 2011 (the “Fiscal 2012 Revolving Credit Facility”). The Fiscal 2015 Revolving Credit Facility is comprised of a $670.0 million U.S. dollar tranche and an $80.0 million multicurrency tranche. At September 30, 2016 , the Company had $110.0 million in outstanding borrowings and had unused available capacity of $640.0 million under the Fiscal 2015 Revolving Credit Facility. The weighted-average interest rate on the Fiscal 2015 Revolving Credit Facility was 1.46% and 1.16% for the three months ended September 30, 2016 and 2015, respectively. The fair value of the variable-rate Fiscal 2015 Revolving Credit Facility borrowings at September 30, 2016 approximates carrying value. Borrowings under the Fiscal 2015 Revolving Credit Facility can be made in tranches up to 360 days and bear interest at LIBOR plus 100 basis points . In addition, the Fiscal 2015 Revolving Credit Facility has an annual facility fee equal to 12.5 basis points on the entire facility, which totaled $0.2 million and $0.2 million for the three months ended September 30, 2016 and 2015 , respectively. The Company incurred $1.9 million in debt issuance costs to establish the Fiscal 2015 Revolving Credit Facility. As of September 30, 2016 , $1.4 million of debt issuance costs remain to be amortized (including $0.3 million of issuance costs from the Fiscal 2012 Revolving Credit Facility). Such costs are capitalized in Other non-current assets in the Condensed Consolidated Balance Sheets and are being amortized to Non-operating expenses, net on a straight-line basis, which approximates the effective interest method, over the term of this facility. The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Fiscal 2015 Revolving Credit Facility at any time. The Fiscal 2015 Revolving Credit Facility is subject to covenants, including financial covenants consisting of a leverage ratio and an interest coverage ratio. At September 30, 2016 , the Company is in compliance with the financial covenants of the Fiscal 2015 Revolving Credit Facility. Fiscal 2007 Senior Notes : In May 2007, the Company completed an offering of $250.0 million in aggregate principal amount of senior notes (the “Fiscal 2007 Senior Notes”). The Fiscal 2007 Senior Notes will mature on June 1, 2017 and bear interest at a rate of 6.125% per annum. Interest on the Fiscal 2007 Senior Notes is payable semi-annually in arrears on June 1st and December 1st each year. The Fiscal 2007 Senior Notes were issued at a price of 99.1% (effective yield to maturity of 6.251% ). The indenture governing the Fiscal 2007 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money and to enter into certain sale-leaseback transactions. At September 30, 2016 , the Company is in compliance with the covenants of the indenture governing the Fiscal 2007 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2007 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2007 Senior Notes in whole or in part at any time before their maturity. The Company incurred $1.9 million in debt issuance costs to establish the Fiscal 2007 Senior Notes. These costs have been capitalized and are being amortized to interest expenses, net on a straight-line basis, over the ten -year term. As of September 30, 2016 and June 30, 2016 , $0.1 million and $0.1 million , respectively, of debt issuance costs remain to be amortized and have been presented as a direct deduction from the carrying value of the Fiscal 2007 Senior Notes. During the fiscal year ended June 30, 2009, the Company purchased $125.0 million principal amount of the Fiscal 2007 Senior Notes (including $1.0 million unamortized bond discount) pursuant to a cash tender offer for such notes. The fair value of the fixed-rate Fiscal 2007 Senior Notes at September 30, 2016 and June 30, 2016 was $128.8 million and $129.1 million , respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”). Fiscal 2014 Senior Notes : In August 2013, the Company completed an offering of $400.0 million in aggregate principal amount of senior notes (the “Fiscal 2014 Senior Notes”). The Fiscal 2014 Senior Notes will mature on September 1, 2020 and bear interest at a rate of 3.95% per annum. Interest on the Fiscal 2014 Senior Notes is payable semi-annually in arrears on March 1st and September 1st each year. The Fiscal 2014 Senior Notes were issued at a price of 99.871% (effective yield to maturity of 3.971% ). The indenture governing the Fiscal 2014 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money and to enter into certain sale-leaseback transactions. At September 30, 2016 , the Company is in compliance with the covenants of the indenture governing the Fiscal 2014 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2014 Senior Notes upon a change of control triggering event. The Company may redeem the Fiscal 2014 Senior Notes in whole or in part at any time before their maturity. The Company incurred $4.3 million in debt issuance costs to establish the Fiscal 2014 Senior Notes. These costs have been capitalized and are being amortized to interest expenses, net on a straight-line basis, over the seven -year term. As of September 30, 2016 and June 30, 2016 , $2.4 million and $2.5 million , respectively, of debt issuance costs remain to be amortized and have been presented as a direct deduction from the carrying value of the Fiscal 2014 Senior Notes. The fair value of the fixed-rate Fiscal 2014 Senior Notes at September 30, 2016 and June 30, 2016 was $422.8 million and $427.6 million , respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”). Fiscal 2016 Senior Notes: In June 2016, the Company completed an offering of $500.0 million in aggregate principal amount of senior notes (the “Fiscal 2016 Senior Notes”). The Fiscal 2016 Senior Notes will mature on June 27, 2026 and bear interest at a rate of 3.40% per annum. Interest on the Fiscal 2016 Senior Notes is payable semi-annually in arrears on June 27 and December 27 of each year. The Fiscal 2016 Senior Notes were issued at a price of 99.589% (effective yield to maturity of 3.449% ). The indenture governing the Fiscal 2016 Senior Notes contains certain covenants including covenants restricting the Company’s ability to create or incur liens securing indebtedness for borrowed money, to enter into certain sale-leaseback transactions, and to engage in mergers or consolidations and transfer or lease all or substantially all of our assets. At September 30, 2016 , the Company is in compliance with the covenants of the indenture governing the Fiscal 2016 Senior Notes. The indenture also contains covenants regarding the purchase of the Fiscal 2016 Senior Notes upon a change of control triggering event. The Fiscal 2016 Senior Notes are senior unsecured obligations of the Company and rank equally with the Company’s other senior indebtedness. The Company may redeem the Fiscal 2016 Senior Notes in whole or in part at any time before their maturity. The Company incurred $4.5 million in debt issuance costs to establish the Fiscal 2016 Senior Notes. These costs have been capitalized and are being amortized to interest expenses, net on a straight-line basis, which approximates the effective interest method, over the ten -year term. As of September 30, 2016 and June 30, 2016 , $4.4 million and $4.5 million , respectively, of debt issuance costs remain to be amortized and have been presented as a direct deduction from the carrying value of the Fiscal 2016 Senior Notes. The fair value of the fixed-rate Fiscal 2016 Senior Notes at September 30, 2016 and June 30, 2016 was $515.2 million and $507.9 million , respectively, based on quoted market prices and has been classified as a Level 1 financial liability (as defined in Note 7, “Fair Value of Financial Instruments”). The Fiscal 2015 Revolving Credit Facility, Fiscal 2007 Senior Notes, Fiscal 2014 Senior Notes, and Fiscal 2016 Senior Notes are senior unsecured obligations of the Company and are ranked equally in right of payment. In addition, certain of the Company’s subsidiaries established unsecured, uncommitted lines of credit with banks. As of September 30, 2016 and June 30, 2016 , there were no outstanding borrowings under these lines of credit. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The activity related to the Company’s incentive equity awards for the three months ended September 30, 2016 consisted of the following: Stock Options Time-based Restricted Stock Units Performance-based Restricted Stock Units Number of Options Weighted- Average Exercise Price Number of Shares Weighted- Average Grant Date Fair Value Number of Shares Weighted- Average Grant Date Fair Value Balances at July 1, 2016 7,059,067 $ 32.57 1,202,896 $ 44.34 468,516 $ 47.15 Granted — — 15,895 66.48 12,339 53.53 Exercise of stock options (a) (1,384,575 ) 23.24 — — — — Vesting of restricted stock units — — — — — — Expired/forfeited (40,239 ) 38.97 (12,864 ) 45.00 (22,036 ) 44.74 Balances at September 30, 2016 (b), (c) 5,634,253 $ 34.82 1,205,927 $ 44.62 458,819 $ 47.44 ____________ (a) Stock options exercised during the period of July 1, 2016 through September 30, 2016 had an aggregate intrinsic value of $62.9 million . (b) As of September 30, 2016 , the Company’s outstanding vested and currently exercisable stock options using the September 30, 2016 closing stock price of $67.79 (approximately 2.9 million shares) had an aggregate intrinsic value of $116.0 million with a weighted-average exercise price of $27.58 and a weighted-average remaining contractual life of 5.3 years. The total of all stock options outstanding as of September 30, 2016 have a weighted-average remaining contractual life of 6.6 years. (c) As of September 30, 2016 , time-based restricted stock units and performance-based restricted stock units expected to vest using the September 30, 2016 closing stock price of $67.79 (approximately 1.2 million and 0.4 million shares, respectively) had an aggregate intrinsic value of $78.1 million and $29.4 million , respectively. The Company has stock-based compensation plans under which the Company annually grants stock option and restricted stock unit awards. Stock options are granted to employees at exercise prices equal to the fair market value of the Company’s common stock on the dates of grant, with the measurement of stock-based compensation expense recognized in Net earnings based on the fair value of the award on the date of grant. Stock-based compensation expense of $8.8 million and $9.0 million , as well as related tax benefits of $3.0 million and $3.4 million were recognized for the three months ended September 30, 2016 and 2015 , respectively. As of September 30, 2016 , the total remaining unrecognized compensation cost related to non-vested stock options and restricted stock unit awards amounted to $10.5 million and $30.9 million , respectively, which will be amortized over the weighted-average remaining requisite service periods of 2.4 years and 1.4 years , respectively. For stock options issued, the fair value of each stock option was estimated on the date of grant using a binomial option pricing model. The binomial model considers a range of assumptions related to volatility, risk-free interest rate and employee exercise behavior. Expected volatilities utilized in the binomial model are based on a combination of implied market volatilities, historical volatility of the Company’s stock price and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of the stock option grants is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The provision for income taxes and effective tax rates for the three months ended September 30, 2016 were $17.9 million and 34.8% , compared to $18.1 million and 35.1% for the three months ended September 30, 2015 . The decrease in the effective tax rate for the three months ended September 30, 2016 compared to the comparable prior year period is primarily attributable to the recognition in the annualized fiscal year 2017 effective tax rate for the U.S. federal research and development (R&D) tax credit and the U.S. federal Section 199 domestic production activities deduction, neither of which were recognized in the corresponding three month period ended September 30, 2015 . |
Contractual Commitments, Contin
Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements | 3 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements | CONTRACTUAL COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS Data Center Agreements In March 2010, the Company and International Business Machines Corporation (“IBM”) entered into an Information Technology Services Agreement (the “IT Services Agreement”), under which IBM provides certain aspects of the Company’s information technology infrastructure. Under the IT Services Agreement, IBM provides a broad range of technology services to the Company including supporting its mainframe, midrange, open systems, network and data center operations, as well as providing disaster recovery services. The Company has the option of incorporating additional services into the agreement over time. The migration of data center processing to IBM was completed in August 2012. The IT Services Agreement would have expired on June 30, 2022. In March 2015, the Company signed a two -year extension to the IT Services Agreement which expires on June 30, 2024 . The Company has the right to renew the term of the IT Services Agreement for up to one additional 12 -month term. Commitments remaining under this agreement at September 30, 2016 are $431.1 million through fiscal year 2024, the final year of the contract. In March 2014, the Company and IBM United Kingdom Limited (“IBM UK”) entered into an Information Technology Services Agreement (the “EU IT Services Agreement”), under which IBM UK provides data center services supporting the Company’s technology outsourcing services for certain clients in Europe and Asia. The EU IT Services Agreement expires in October 2023. The Company has the right to renew the initial term of the EU IT Services Agreement for up to one additional 12 -month term or one additional 24 -month term. Commitments remaining under this agreement at September 30, 2016 are $28.2 million through fiscal year 2024, the final year of the contract. Equity Method Investment The Company contributed $1.6 million to an equity method investment during the three months ended September 30, 2016 , and has a remaining commitment of $1.5 million to fund this investment at September 30, 2016 . Purchase of Intellectual Property As discussed in Note 6, “Acquisitions,” the Company expects to pay $40.0 million to an affiliate of Inveshare by September 2018 upon delivery of certain new blockchain technology applications. Other In the normal course of business, the Company is subject to various claims and litigation. While the outcome of any claim or litigation is inherently unpredictable, the Company believes that the ultimate resolution of these matters will not, individually or in the aggregate, result in a material impact on its financial condition, results of operations or cash flows. As of September 30, 2016 , the Company had an outstanding letter of credit for $1.6 million . This letter of credit was issued in May 2007 to guarantee certain claim payments to a third-party insurance company in the event the Company does not pay its portion of the claims. No amounts were drawn on this letter of credit. It is not the Company’s business practice to enter into off-balance sheet arrangements. However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations, and cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company may use derivative financial instruments as risk management tools and not for trading purposes. The Company was not a party to any derivative financial instruments at September 30, 2016 or at June 30, 2016 . In the normal course of business, the Company also enters into contracts in which it makes representations and warranties that relate to the performance of the Company’s products and services. The Company does not expect any material losses related to such representations and warranties, or collateral arrangements. Our business process outsourcing and mutual fund processing services are performed by Broadridge Business Process Outsourcing, LLC (“BBPO”), a wholly-owned indirect subsidiary, which is a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Although BBPO’s FINRA membership agreement allows it to engage in clearing and the retailing of corporate securities in addition to mutual fund retailing on a wire order basis, BBPO does not clear customer transactions or carry customer accounts. As a registered broker-dealer and member of FINRA, BBPO is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934, as amended (“Rule 15c3-1”), which requires BBPO to maintain a minimum amount of net capital. At September 30, 2016, BBPO was in compliance with this capital requirement. BBPO, as a “Managing Clearing Member” of the Options Clearing Corporation (the “OCC”), is also subject to OCC Rule 309(b) with respect to the business process outsourcing services that it provides to other OCC “Managed Clearing Member” broker-dealers. OCC Rule 309(b) requires that BBPO maintain a minimum amount of net capital. At September 30, 2016, BBPO was in compliance with this capital requirement. In addition, Matrix Trust Company, a wholly-owned indirect subsidiary, is a Colorado State non-depository trust company and National Securities Clearing Corporation trust member, whose primary business is to provide cash agent, custodial and directed or non-discretionary trust services to institutional customers. As a result, Matrix Trust Company is subject to various regulatory capital requirements administered by the Colorado Division of Banking and other state regulators where it does business, as well as the National Securities Clearing Corporation. Specific capital requirements that involve quantitative measures of assets, liabilities, and certain off-balance sheet items, when applicable, must be met. At September 30, 2016, Matrix Trust Company was in compliance with its capital requirements. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income/(Loss) by Component | 3 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income/(Loss) by Component | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) BY COMPONENT The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income/(loss) for the three months ended September 30, 2016 , and 2015 , respectively: Foreign Currency Translation Available- for-Sale Securities Pension and Post- Retirement Liabilities Total (in millions) Balances at July 1, 2016 $ (31.9 ) $ 1.3 $ (7.6 ) $ (38.2 ) Other comprehensive income/(loss) before reclassifications (11.3 ) 0.5 — (10.8 ) Amounts reclassified from accumulated other comprehensive income/(loss) — — 0.1 0.1 Balances at September 30, 2016 $ (43.2 ) $ 1.7 $ (7.5 ) $ (48.9 ) Foreign Currency Translation Available- for-Sale Securities Pension and Post- Retirement Liabilities Total (in millions) Balances at July 1, 2015 $ (16.6 ) $ 2.0 $ (6.3 ) $ (20.9 ) Other comprehensive loss before reclassifications (11.5 ) (0.6 ) — (12.1 ) Amounts reclassified from accumulated other comprehensive income/(loss) — — 0.1 0.1 Balances at September 30, 2015 $ (28.0 ) $ 1.4 $ (6.3 ) $ (32.9 ) The following table summarizes the reclassifications out of accumulated other comprehensive income/(loss): Three Months Ended 2016 2015 (in millions) Pension and Post-retirement liabilities: Amortization of loss reclassified into Selling, general and administrative expenses $ 0.2 $ 0.1 Tax income (0.1 ) (0.1 ) Amortization of loss, net of tax $ 0.1 $ 0.1 |
Interim Financial Data by Segme
Interim Financial Data by Segment | 3 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Interim Financial Data by Segment | INTERIM FINANCIAL DATA BY SEGMENT The Company classifies its operations into the following two reportable segments: Investor Communication Solutions and Global Technology and Operations. See Note 1, “Basis of Presentation” for a further description of the Company’s reportable segments. The primary components of “Other” are the elimination of intersegment revenues and profits as well as certain unallocated expenses. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and the constant foreign currency exchange rates used for internal management reporting. Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related expense items in Other rather than reflect such items in segment profit. Segment results: Revenues Three Months Ended 2016 2015 (in millions) Investor Communication Solutions $ 723.3 $ 429.7 Global Technology and Operations 187.8 176.8 Foreign currency exchange (15.9 ) (11.7 ) Total $ 895.3 $ 594.7 Earnings (Loss) before Income Taxes Three Months Ended 2016 2015 (in millions) Investor Communication Solutions $ 32.9 $ 33.9 Global Technology and Operations 38.3 30.3 Other (22.8 ) (13.9 ) Foreign currency exchange 3.2 1.3 Total $ 51.5 $ 51.7 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENT In November 2016, the Company completed the acquisition of M&O Systems, Inc. (“M&O”). M&O is a provider of SaaS-based compensation management and related solutions for broker-dealers and registered investment advisors. The aggregate purchase price was $25.0 million in cash, subject to customary working capital and other closing adjustments. As of the date of the acquisition, the acquired net assets will be recorded at fair value in accordance with the purchase method of accounting and the results of operations of the acquired business will be included in the results of operations of the Global Technology and Operations segment. As of the date of this filing, the preliminary purchase price allocation has not been finalized. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Consolidation and Basis of Presentation Policy | The Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). These financial statements present the condensed consolidated position of the Company and include the entities in which the Company directly or indirectly has a controlling financial interest as well as various entities in which the Company has investments recorded under either the cost or equity methods of accounting. Intercompany balances and transactions have been eliminated. |
Debt Issuance Costs Policy | Effective in the first quarter of fiscal year 2017, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU No. 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company has applied this guidance on a retrospective basis and accordingly, the Condensed Consolidated Balance Sheets as of June 30, 2016 has been updated to reflect this new classification |
Use of Estimates Policy | The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes thereto. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions and judgment that are believed to be reasonable under the circumstances. |
Cash and Cash Equivalents Policy | Investment securities with an original maturity of 90 days or less are considered cash equivalents. The fair value of the Company’s Cash and cash equivalents approximates carrying value due to their short term nature. |
Financial Instruments Policy | Substantially all of the financial instruments of the Company other than Long-term debt are carried at fair values, or at carrying amounts that approximate fair values because of the short maturity of the instruments. The carrying value of the Company’s long-term fixed-rate senior notes represents the face value of the long-term fixed-rate senior notes net of the unamortized discount and net of the associated unamortized debt issuance cost. The fair value of the Company’s long-term fixed-rate senior notes is based on quoted market prices. |
Subsequent Events Policy | In preparing the accompanying Condensed Consolidated Financial Statements, the Company has reviewed events that have occurred after September 30, 2016 , through the date of issuance of the Condensed Consolidated Financial Statements. |
New Accounting Pronouncements Policy | Effective in the first quarter of fiscal year 2017, the Company revised the presentation in the Consolidated Statements of Earnings to separately present Interest expense, net. Previously, Interest expense, net, was reported as part of Non-operating expenses, net, and was not separately presented in the Condensed Consolidated Statements of Earnings. All prior period information has been conformed to the current period presentation. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU No. 2016-09”). ASU No. 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including presenting the excess tax benefit or deficit from the exercise or vesting of share-based payments in the income statement, a revision to the criteria for classifying an award as equity or liability, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. In addition, ASU No. 2016-09 eliminates the excess tax benefit from the assumed proceeds calculation under the treasury stock method for purposes of calculating diluted shares. ASU No. 2016-09 is effective for the Company beginning in our first quarter of fiscal year 2018, with early adoption permitted. Certain provisions of ASU No. 2016-09 are required to be adopted prospectively, most notably the requirement to recognize the excess tax benefit or deficit in the income statement, while other provisions of ASU No. 2016-09 require modified retrospective application or in some cases full retrospective application. The Company is currently evaluating the impact of the pending adoption of ASU No. 2016-09 on the Company’s Condensed Consolidated Financial Statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU No. 2016-02”). Under ASU No. 2016-02, all lease arrangements exceeding a twelve month term must now be recognized as assets and liabilities on the balance sheet of the lessee by recording a right-of-use asset and corresponding lease obligation generally equal to the present value of the future lease payments over the lease term. Further, the income statement will reflect lease expense for leases classified as operating and amortization/interest expense for leases classified as financing, determined using classification criteria substantially similar to the current lease guidance for distinguishing between an operating and capital lease. ASU No. 2016-02 also contains certain additional qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. ASU No. 2016-02 is effective for the Company in the first quarter of fiscal year 2020 and will be adopted on a modified retrospective basis, which will require adjustment to all comparative periods presented in the consolidated financial statements. The Company is currently evaluating the impact of the pending adoption of ASU No. 2016-02 on the Company’s Condensed Consolidated Financial Statements. In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU No. 2016-01”), which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. ASU No. 2016-01 is effective for the Company beginning in our first quarter of fiscal year 2019. The pending adoption of this guidance is not expected to have a material impact on the Company’s Condensed Consolidated Financial Statements. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU No. 2015-17”). The amendments in ASU No. 2015-17 require entities that present a classified balance sheet to classify all deferred tax liabilities and assets as a noncurrent amount. The amendments in ASU No. 2015-17 are effective for the Company in the first quarter of fiscal year 2018, applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The pending adoption of this guidance is not expected to have a material impact on the Company’s Condensed Consolidated Financial Statements. In April 2015, the FASB issued ASU No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU No. 2015-05”). ASU No. 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU No. 2015-05 does not change the accounting for a customer’s accounting for service contracts. Following adoption of ASU No. 2015-05, all software licenses within its scope are accounted for consistent with other licenses of intangible assets. The Company adopted No. 2015-05 effective in the first quarter of fiscal year 2017 prospectively to all arrangements entered into or materially modified after the effective date. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU No. 2015-03”), to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU No. 2015-03 is effective for the Company in the first quarter of fiscal year 2017. We have adopted this standard as of July 1, 2016 with retrospective application. See Note 1, “Basis of Presentation” for additional information related to this adoption. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU No. 2014-9”), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU No. 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU No. 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers - Deferral of the Effective Date,” which defers the effective date of ASU No. 2014-09 by one year, with an option that would permit companies to adopt the standard as early as the original effective date. As a result, ASU No. 2014-09 will be effective for the Company as of the first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU No. 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU No. 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU No. 2014-09. In March 2016, the FASB issued ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU No. 2016-08”), which provides clarifying implementation guidance to the principal versus agent provisions of ASU No. 2014-09. In April 2016, the FASB issued ASU No. 2016-10 “Identifying Performance Obligations and Licensing” (“ASU No. 2016-10”), which provides clarifying implementation guidance for applying ASU No. 2014-09 with respect to identifying performance obligations and the accounting for licensing arrangements. In May 2016, the FASB issued ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” (“ASU No. 2016-12”), which provides certain clarifying guidance for ASU No. 2014-09 relative to treatment of sales taxes, noncash consideration, collectibility and certain aspects of transitional guidance. Each of ASU No. 2016-08, ASU No. 2016-10 and ASU No. 2016-12 have the same effective date as ASU No. 2014-09. The Company is currently evaluating the impact of the pending adoption of ASU No. 2014-09, ASU No. 2016-08, ASU No. 2016-10 and ASU No. 2016-12 on its Condensed Consolidated Financial Statements. |
Business Combinations Policy | Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Condensed Consolidated Balance Sheets as of the respective acquisition date based upon the estimated fair values at such date. The results of operations of the business acquired by the Company are included in the Company’s Condensed Consolidated Statements of Earnings since the respective date of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to Goodwill. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Denominators of Basic and Diluted EPS Computations | The following table sets forth the denominators of the basic and diluted EPS computations (in millions): Three Months Ended 2016 2015 Weighted-average shares outstanding: Basic 118.5 118.3 Common stock equivalents 3.1 3.4 Diluted 121.6 121.7 |
Interest Expense, Net (Tables)
Interest Expense, Net (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Interest Expense, Net | Interest expense, net consisted of the following: Three Months Ended September 30, 2016 2015 (in millions) Interest expense on borrowings $ 10.7 $ 6.8 Interest income (0.4 ) (0.5 ) Interest expense, net $ 10.4 $ 6.2 |
Other Non-Operating Expenses,27
Other Non-Operating Expenses, Net (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Non-Operating Expenses, Net | Other non-operating expenses, net consisted of the following: Three Months Ended September 30, 2016 2015 (in millions) Losses from equity method investments $ 1.9 $ 1.6 Foreign currency exchange (gain) loss 2.3 (0.4 ) Other non-operating expenses, net $ 4.2 $ 1.2 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Allocation of Purchase Price | The following summarizes the preliminary allocation of purchase price for the NACC acquisition: NACC Accounts receivable, net $ 87.3 Other current assets 19.5 Property, plant and equipment 29.8 Intangible assets 96.8 Goodwill 249.0 Other non-current assets 1.6 Accounts payable (14.4 ) Accrued expenses and other current liabilities (59.2 ) Deferred taxes (7.3 ) Deferred revenue (1.1 ) Consideration paid, net of cash acquired $ 402.0 |
Unaudited Pro Forma Condensed Consolidated Results of Operations | The unaudited pro forma condensed consolidated results of operations in the table below are provided for illustrative purposes only and summarize the combined results of operations of Broadridge and NACC. For purposes of this pro forma presentation, the acquisition of NACC is assumed to have occurred on July 1, 2015. The pro forma financial information for all periods presented also includes the estimated business combination accounting effects resulting from this acquisition, notably amortization expense from the acquired intangible assets (of which the purchase accounting allocation has not yet been finalized) and interest expense from a recent bond offering, the proceeds of which were used to fund the acquisition. This unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had actually occurred on July 1, 2015, nor of the results of operations that may be obtained in the future. Three Months Ended September 30, 2016 2015 (in millions, except per share data) Revenues $ 895.3 $ 874.8 Net earnings $ 33.7 $ 36.7 Basic earnings per share $ 0.28 $ 0.31 Diluted earnings per share $ 0.28 $ 0.30 |
Fair Value of Financial Instr29
Fair Value of Financial Instruments (Tables) | 3 Months Ended | |
Sep. 30, 2016 | ||
Fair Value Disclosures [Abstract] | ||
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities at September 30, 2016 and June 30, 2016 , respectively, that are measured at fair value on a recurring basis during the period, segregated by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total (in millions) Assets: Cash and cash equivalents: Money market funds (1) $ 64.5 $ — $ — $ 64.5 Other current assets: Available-for-sale securities 0.1 — — 0.1 Other non-current assets: Available-for-sale securities 44.1 — 1.1 45.2 Total assets as of September 30, 2016 $ 108.7 $ — $ 1.1 $ 109.8 Liabilities Contingent consideration obligations: — — 6.4 6.4 Total liabilities as of September 30, 2016 $ — $ — $ 6.4 $ 6.4 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 _____________ (1) Money market funds include money market deposit account balances of $52.8 million and $91.0 million as of September 30, 2016 and June 30, 2016 , respectively. | [1] |
Schedule of Changes in Level 3 Financial Assets | The following table sets forth an analysis of changes during the three months ended September 30, 2016 and 2015 , in Level 3 financial assets of the Company: September 30, September 30, (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 | |
Schedule of Changes in Level 3 Financial Liabilities | The following table sets forth an analysis of changes during the three months ended September 30, 2016 and 2015 , in Level 3 financial liabilities of the Company: September 30, September 30, (in millions) Beginning balance $ 5.5 $ 15.7 Additional contingent consideration incurred — — Increase in contingent consideration liability 0.9 — Payments — (0.8 ) Ending balance $ 6.4 $ 14.9 | |
[1] | Money market funds include money market deposit account balances of $52.8 million and $91.0 million as of September 30, 2016 and June 30, 2016, respectively. |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Non-Current Assets | Other non-current assets consisted of the following: September 30, June 30, (in millions) Deferred client conversion and start-up costs $ 143.2 $ 139.4 Deferred data center costs 42.4 43.1 Long-term investments 57.9 48.5 Long-term broker fees 34.7 12.4 Other (a) 19.1 18.4 Total $ 297.3 $ 261.8 (a) On July 1, 2016, the Company has adopted ASU 2015-03 on a retrospective basis and accordingly, the Condensed Consolidated Balance Sheets as of June 30, 2016 has been updated to reflect this new classification, which resulted in a decrease in Other non-current assets of $7.1 million , a decrease in Long-term debt, excluding current portion of $7.0 million and a decrease of $0.1 million in Current portion of long-term debt at June 30, 2016 . |
Accrued Expenses and Other Cu31
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: September 30, June 30, (in millions) Employee compensation and benefits $ 135.2 $ 181.2 Accrued broker fees 52.2 65.4 Accrued taxes 14.9 49.9 Accrued dividend payable 38.5 34.9 Customer deposits 38.7 — Other 28.8 20.7 Total $ 308.4 $ 352.2 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended | |
Sep. 30, 2016 | ||
Debt Disclosure [Abstract] | ||
Schedule of Outstanding Borrowings | Outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows: Expiration Date Par value at September 30, 2016 Carrying value at September 30, 2016 Carrying value at June 30, 2016 (a) Unused Available Capacity Fair Value at September 30, 2016 (in millions) Current portion of long-term debt Fiscal 2007 Senior Notes June 2017 $ 125.0 $ 124.9 $ 124.8 $ — $ 128.8 $ 125.0 $ 124.9 $ 124.8 $ — $ 128.8 Long-term debt, excluding current portion Fiscal 2015 Revolving Credit Facility August 2019 $ — $ 110.0 $ — $ 640.0 $ 110.0 Fiscal 2014 Senior Notes September 2020 400.0 397.3 397.2 — 422.8 Fiscal 2016 Senior Notes June 2026 500.0 493.6 493.5 — 515.2 $ 900.0 $ 1,001.0 $ 890.7 $ 640.0 $ 1,048.0 Total debt $ 1,025.0 $ 1,125.8 $ 1,015.5 $ 640.0 $ 1,176.9 (a) On July 1, 2016, the Company has adopted ASU 2015-03 on a retrospective basis and accordingly, the Condensed Consolidated Balance Sheets as of June 30, 2016 has been updated to reflect this new classification, which resulted in a decrease in Other non-current assets of $7.1 million , a decrease in Long-term debt, excluding current portion of $7.0 million and a decrease of $0.1 million in Current portion of long-term debt at June 30, 2016 . | [1] |
[1] | On July 1, 2016, the Company has adopted ASU 2015-03 on a retrospective basis and accordingly, the Condensed Consolidated Balance Sheets as of June 30, 2016 has been updated to reflect this new classification, which resulted in a decrease in Other non-current assets of $7.1 million, a decrease in Long-term debt, excluding current portion of $7.0 million and a decrease of $0.1 million in Current portion of long-term debt at June 30, 2016. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Incentive Equity Awards | The activity related to the Company’s incentive equity awards for the three months ended September 30, 2016 consisted of the following: Stock Options Time-based Restricted Stock Units Performance-based Restricted Stock Units Number of Options Weighted- Average Exercise Price Number of Shares Weighted- Average Grant Date Fair Value Number of Shares Weighted- Average Grant Date Fair Value Balances at July 1, 2016 7,059,067 $ 32.57 1,202,896 $ 44.34 468,516 $ 47.15 Granted — — 15,895 66.48 12,339 53.53 Exercise of stock options (a) (1,384,575 ) 23.24 — — — — Vesting of restricted stock units — — — — — — Expired/forfeited (40,239 ) 38.97 (12,864 ) 45.00 (22,036 ) 44.74 Balances at September 30, 2016 (b), (c) 5,634,253 $ 34.82 1,205,927 $ 44.62 458,819 $ 47.44 ____________ (a) Stock options exercised during the period of July 1, 2016 through September 30, 2016 had an aggregate intrinsic value of $62.9 million . (b) As of September 30, 2016 , the Company’s outstanding vested and currently exercisable stock options using the September 30, 2016 closing stock price of $67.79 (approximately 2.9 million shares) had an aggregate intrinsic value of $116.0 million with a weighted-average exercise price of $27.58 and a weighted-average remaining contractual life of 5.3 years. The total of all stock options outstanding as of September 30, 2016 have a weighted-average remaining contractual life of 6.6 years. (c) As of September 30, 2016 , time-based restricted stock units and performance-based restricted stock units expected to vest using the September 30, 2016 closing stock price of $67.79 (approximately 1.2 million and 0.4 million shares, respectively) had an aggregate intrinsic value of $78.1 million and $29.4 million , respectively. |
Changes in Accumulated Other 34
Changes in Accumulated Other Comprehensive Income/(Loss) by Component (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Balances for Each Component of Accumulated Other Comprehensive Income/(Loss) | The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income/(loss) for the three months ended September 30, 2016 , and 2015 , respectively: Foreign Currency Translation Available- for-Sale Securities Pension and Post- Retirement Liabilities Total (in millions) Balances at July 1, 2016 $ (31.9 ) $ 1.3 $ (7.6 ) $ (38.2 ) Other comprehensive income/(loss) before reclassifications (11.3 ) 0.5 — (10.8 ) Amounts reclassified from accumulated other comprehensive income/(loss) — — 0.1 0.1 Balances at September 30, 2016 $ (43.2 ) $ 1.7 $ (7.5 ) $ (48.9 ) Foreign Currency Translation Available- for-Sale Securities Pension and Post- Retirement Liabilities Total (in millions) Balances at July 1, 2015 $ (16.6 ) $ 2.0 $ (6.3 ) $ (20.9 ) Other comprehensive loss before reclassifications (11.5 ) (0.6 ) — (12.1 ) Amounts reclassified from accumulated other comprehensive income/(loss) — — 0.1 0.1 Balances at September 30, 2015 $ (28.0 ) $ 1.4 $ (6.3 ) $ (32.9 ) |
Summary of Reclassifications Out of Accumulated Other Comprehensive Income/(Loss) | The following table summarizes the reclassifications out of accumulated other comprehensive income/(loss): Three Months Ended 2016 2015 (in millions) Pension and Post-retirement liabilities: Amortization of loss reclassified into Selling, general and administrative expenses $ 0.2 $ 0.1 Tax income (0.1 ) (0.1 ) Amortization of loss, net of tax $ 0.1 $ 0.1 |
Interim Financial Data by Seg35
Interim Financial Data by Segment (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Results | Segment results: Revenues Three Months Ended 2016 2015 (in millions) Investor Communication Solutions $ 723.3 $ 429.7 Global Technology and Operations 187.8 176.8 Foreign currency exchange (15.9 ) (11.7 ) Total $ 895.3 $ 594.7 Earnings (Loss) before Income Taxes Three Months Ended 2016 2015 (in millions) Investor Communication Solutions $ 32.9 $ 33.9 Global Technology and Operations 38.3 30.3 Other (22.8 ) (13.9 ) Foreign currency exchange 3.2 1.3 Total $ 51.5 $ 51.7 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) $ in Millions | 3 Months Ended | |
Sep. 30, 2016groupSegment | Jun. 30, 2016USD ($) | |
Accounting Policies [Abstract] | ||
Number of reportable segments | Segment | 2 | |
Number of Client Groups | group | 4 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Investment securities maturity period for consideration as cash equivalents (in days) | 90 days | |
Accounting Standards Update 2015-03 [Member] | Other Noncurrent Assets [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance costs | $ (7.1) | |
Accounting Standards Update 2015-03 [Member] | Long-Term Debt Excluding Current Portion [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance costs | 7 | |
Accounting Standards Update 2015-03 [Member] | Current Portion of Long-Term Debt [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance costs | $ 0.1 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-diluted options related to the purchase of common stock | 0 | 0.9 |
Earnings Per Share - Denominato
Earnings Per Share - Denominators of Basic and Diluted EPS Computations (Details) - shares shares in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Weighted-average shares outstanding: | ||
Basic (in shares) | 118.5 | 118.3 |
Common stock equivalents (in shares) | 3.1 | 3.4 |
Diluted (in shares) | 121.6 | 121.7 |
Interest Expense, Net - Compone
Interest Expense, Net - Components of Interest Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | ||
Interest expense on borrowings | $ 10.7 | $ 6.8 |
Interest income | (0.4) | (0.5) |
Interest expense, net | $ 10.4 | $ 6.2 |
Other Non-Operating Expenses,40
Other Non-Operating Expenses, Net - Components of Other Non-Operating Expenses, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | ||
Losses from equity method investments | $ 1.9 | $ 1.6 |
Foreign currency exchange (gain) loss | 2.3 | (0.4) |
Other non-operating expenses, net | $ 4.2 | $ 1.2 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Sep. 30, 2016USD ($) | Jul. 31, 2016USD ($) | Sep. 30, 2016USD ($)business | Sep. 30, 2015USD ($) | Jun. 30, 2016USD ($) | |
Business Acquisition [Line Items] | |||||
Aggregate purchase price, net of cash acquired | $ 402 | $ 0 | |||
Goodwill | $ 1,239.5 | 1,239.5 | $ 999.3 | ||
Purchase price of intellectual property, gross | 95 | 95 | |||
Cash payment to acquire intellectual property | 90 | 90 | 0 | ||
Obligations related to the purchase of intellectual property | 5 | 5 | $ 0 | ||
Contingent consideration obligations | $ 40 | $ 40 | |||
NACC [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate purchase price in cash | $ 410 | ||||
Aggregate purchase price, net of cash acquired | 402 | ||||
Net tangible assets acquired | 56.2 | ||||
Goodwill | 249 | ||||
Intangible assets | $ 96.8 | ||||
Investor Communication Solutions [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of businesses acquired | business | 1 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Jul. 31, 2016 | Jun. 30, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,239.5 | $ 999.3 | |
NACC [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable, net | $ 87.3 | ||
Other current assets | 19.5 | ||
Property, plant and equipment | 29.8 | ||
Intangible assets | 96.8 | ||
Goodwill | 249 | ||
Other non-current assets | 1.6 | ||
Accounts payable | (14.4) | ||
Accrued expenses and other current liabilities | (59.2) | ||
Deferred taxes | (7.3) | ||
Deferred revenue | (1.1) | ||
Consideration paid, net of cash acquired | $ 402 |
Acquisitions - Proforma Informa
Acquisitions - Proforma Information (Details) - NACC [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||
Revenues | $ 895.3 | $ 874.8 |
Net earnings | $ 33.7 | $ 36.7 |
Basic earnings per share (in dollars per share) | $ 0.28 | $ 0.31 |
Diluted earnings per share (in dollars per share) | $ 0.28 | $ 0.30 |
Fair Value of Financial Instr44
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 | |
Cash and cash equivalents: | |||
Money market funds | [1] | $ 64.5 | $ 121 |
Other current assets: | |||
Available-for-sale securities | 0.1 | 0.1 | |
Other non-current assets: | |||
Available-for-sale securities | 45.2 | 35.5 | |
Total assets as of period end | 109.8 | 156.6 | |
Liabilities | |||
Contingent consideration obligations: | 6.4 | 5.5 | |
Total liabilities as of period end | 6.4 | 5.5 | |
Level 1 [Member] | |||
Cash and cash equivalents: | |||
Money market funds | [1] | 64.5 | 121 |
Other current assets: | |||
Available-for-sale securities | 0.1 | 0.1 | |
Other non-current assets: | |||
Available-for-sale securities | 44.1 | 34.4 | |
Total assets as of period end | 108.7 | 155.5 | |
Liabilities | |||
Contingent consideration obligations: | 0 | 0 | |
Total liabilities as of period end | 0 | 0 | |
Level 2 [Member] | |||
Cash and cash equivalents: | |||
Money market funds | [1] | 0 | 0 |
Other current assets: | |||
Available-for-sale securities | 0 | 0 | |
Other non-current assets: | |||
Available-for-sale securities | 0 | 0 | |
Total assets as of period end | 0 | 0 | |
Liabilities | |||
Contingent consideration obligations: | 0 | 0 | |
Total liabilities as of period end | 0 | 0 | |
Level 3 [Member] | |||
Cash and cash equivalents: | |||
Money market funds | [1] | 0 | 0 |
Other current assets: | |||
Available-for-sale securities | 0 | 0 | |
Other non-current assets: | |||
Available-for-sale securities | 1.1 | 1.1 | |
Total assets as of period end | 1.1 | 1.1 | |
Liabilities | |||
Contingent consideration obligations: | 6.4 | 5.5 | |
Total liabilities as of period end | $ 6.4 | $ 5.5 | |
[1] | Money market funds include money market deposit account balances of $52.8 million and $91.0 million as of September 30, 2016 and June 30, 2016, respectively. |
Fair Value of Financial Instr45
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 |
Fair Value Disclosures [Abstract] | ||
Money market deposit account | $ 52.8 | $ 91 |
Fair Value of Financial Instr46
Fair Value of Financial Instruments - Schedule of Changes in Level 3 Financial Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1.1 | $ 1.1 |
Net realized/unrealized gains (losses) | 0 | 0 |
Purchases | 0 | 0 |
Transfers in (out) of Level 3 | 0 | 0 |
Ending balance | $ 1.1 | $ 1.1 |
Fair Value of Financial Instr47
Fair Value of Financial Instruments - Schedule of Changes in Level 3 Financial Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 5.5 | $ 15.7 |
Additional contingent consideration incurred | 0 | 0 |
Increase in contingent consideration liability | 0.9 | 0 |
Payments | 0 | (0.8) |
Ending balance | $ 6.4 | $ 14.9 |
Other Non-Current Assets - Sche
Other Non-Current Assets - Schedule of Other Non-Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Deferred client conversion and start-up costs | $ 143.2 | $ 139.4 | |
Deferred data center costs | 42.4 | 43.1 | |
Long-term investments | 57.9 | 48.5 | |
Long-term broker fees | 34.7 | 12.4 | |
Other | [1] | 19.1 | 18.4 |
Total | $ 297.3 | $ 261.8 | |
[1] | On July 1, 2016, the Company has adopted ASU 2015-03 on a retrospective basis and accordingly, the Condensed Consolidated Balance Sheets as of June 30, 2016 has been updated to reflect this new classification, which resulted in a decrease in Other non-current assets of $7.1 million, a decrease in Long-term debt, excluding current portion of $7.0 million and a decrease of $0.1 million in Current portion of long-term debt at June 30, 2016. |
Other Non-Current Assets - Addi
Other Non-Current Assets - Additional Information (Details) $ in Millions | Jun. 30, 2016USD ($) |
Accounting Standards Update 2015-03 [Member] | Other Noncurrent Assets [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Debt issuance costs | $ (7.1) |
Accrued Expenses and Other Cu50
Accrued Expenses and Other Current Liabilities - Components of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 135.2 | $ 181.2 |
Accrued broker fees | 52.2 | 65.4 |
Accrued taxes | 14.9 | 49.9 |
Accrued dividend payable | 38.5 | 34.9 |
Customer deposits | 38.7 | 0 |
Other | 28.8 | 20.7 |
Total | $ 308.4 | $ 352.2 |
Borrowings - Schedule of Outsta
Borrowings - Schedule of Outstanding Borrowings (Details) - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 | ||
Debt Instrument [Line Items] | ||||
Par value at September 30, 2016 | $ 1,025,000,000 | |||
Current portion of long-term debt | 124,900,000 | $ 124,800,000 | ||
Long-term debt, excluding current portion | 1,001,000,000 | 890,700,000 | ||
Total debt | 1,125,800,000 | 1,015,500,000 | [1] | |
Unused Available Capacity | 640,000,000 | |||
Fair Value at September 30, 2016 | 1,176,900,000 | |||
Other Noncurrent Assets [Member] | Accounting Standards Update 2015-03 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | (7,100,000) | |||
Long-Term Debt Excluding Current Portion [Member] | ||||
Debt Instrument [Line Items] | ||||
Par value at September 30, 2016 | 900,000,000 | |||
Long-term debt, excluding current portion | 1,001,000,000 | 890,700,000 | [1] | |
Fair Value at September 30, 2016 | 1,048,000,000 | |||
Long-Term Debt Excluding Current Portion [Member] | Accounting Standards Update 2015-03 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 7,000,000 | |||
Current Portion of Long-Term Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Par value at September 30, 2016 | 125,000,000 | |||
Current portion of long-term debt | [1] | 124,800,000 | ||
Fair Value at September 30, 2016 | 128,800,000 | |||
Current Portion of Long-Term Debt [Member] | Accounting Standards Update 2015-03 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 100,000 | |||
Fiscal 2007 Senior Notes [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 100,000 | 100,000 | ||
Fiscal 2007 Senior Notes [Member] | Senior Notes [Member] | Current Portion of Long-Term Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Par value at September 30, 2016 | 125,000,000 | |||
Current portion of long-term debt | 124,900,000 | 124,800,000 | [1] | |
Fiscal 2015 Revolving Credit Facility [Member] | Long-Term Debt Excluding Current Portion [Member] | ||||
Debt Instrument [Line Items] | ||||
Unused Available Capacity | 640,000,000 | |||
Fiscal 2015 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Unused Available Capacity | 640,000,000 | |||
Fiscal 2015 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Long-Term Debt Excluding Current Portion [Member] | ||||
Debt Instrument [Line Items] | ||||
Par value at September 30, 2016 | 0 | |||
Long-term debt, excluding current portion | 110,000,000 | 0 | [1] | |
Unused Available Capacity | 640,000,000 | |||
Fair Value at September 30, 2016 | 110,000,000 | |||
Fiscal 2014 Senior Notes [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 2,400,000 | 2,500,000 | ||
Fiscal 2014 Senior Notes [Member] | Senior Notes [Member] | Long-Term Debt Excluding Current Portion [Member] | ||||
Debt Instrument [Line Items] | ||||
Par value at September 30, 2016 | 400,000,000 | |||
Long-term debt, excluding current portion | 397,300,000 | 397,200,000 | [1] | |
Fiscal 2016 Senior Notes [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 4,400,000 | 4,500,000 | ||
Fiscal 2016 Senior Notes [Member] | Senior Notes [Member] | Long-Term Debt Excluding Current Portion [Member] | ||||
Debt Instrument [Line Items] | ||||
Par value at September 30, 2016 | 500,000,000 | |||
Long-term debt, excluding current portion | $ 493,600,000 | $ 493,500,000 | [1] | |
[1] | On July 1, 2016, the Company has adopted ASU 2015-03 on a retrospective basis and accordingly, the Condensed Consolidated Balance Sheets as of June 30, 2016 has been updated to reflect this new classification, which resulted in a decrease in Other non-current assets of $7.1 million, a decrease in Long-term debt, excluding current portion of $7.0 million and a decrease of $0.1 million in Current portion of long-term debt at June 30, 2016. |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) - USD ($) | Aug. 14, 2014 | Jun. 30, 2016 | Aug. 31, 2013 | Sep. 30, 2011 | May 31, 2007 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2009 |
Debt Instrument [Line Items] | ||||||||
Outstanding amount of line of credit | $ 0 | $ 0 | ||||||
Unused available capacity | 640,000,000 | |||||||
Fair value, senior notes | 1,176,900,000 | |||||||
Long-Term Debt Excluding Current Portion [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value, senior notes | 1,048,000,000 | |||||||
Current Portion of Long-Term Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value, senior notes | 128,800,000 | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs remaining to be amortized, revolving credit facilities | 1,400,000 | |||||||
Fiscal 2015 Revolving Credit Facility [Member] | Long-Term Debt Excluding Current Portion [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused available capacity | 640,000,000 | |||||||
Fiscal 2015 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility maximum borrowing capacity | $ 750,000,000 | |||||||
Term | 5 years | |||||||
Outstanding amount of line of credit | 110,000,000 | |||||||
Unused available capacity | $ 640,000,000 | |||||||
Weighted-average interest rate, fiscal 2015 revolving credit facility | 1.46% | 1.16% | ||||||
Tranche borrowing period | 360 days | |||||||
Annual facility fee, fiscal 2015 revolving credit facility (as basis points) | 0.125% | |||||||
Annual facility fee, fiscal 2015 revolving credit facility | $ 200,000 | $ 200,000 | ||||||
Debt issuance costs, fiscal 2015 revolving credit facility, total incurred | $ 1,900,000 | |||||||
Fiscal 2015 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Long-Term Debt Excluding Current Portion [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused available capacity | 640,000,000 | |||||||
Fair value, senior notes | 110,000,000 | |||||||
Fiscal 2012 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility maximum borrowing capacity | $ 500,000,000 | |||||||
Term | 5 years | |||||||
Debt issuance costs remaining to be amortized, revolving credit facilities | 300,000 | |||||||
Fiscal 2015 Revolving Credit Facility U.S. Dollar Tranche [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility maximum borrowing capacity | 670,000,000 | |||||||
Fiscal 2015 Revolving Credit Facility Multicurrency Tranche [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility maximum borrowing capacity | $ 80,000,000 | |||||||
Fiscal 2007 Senior Notes [Member] | Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount, senior notes | $ 250,000,000 | $ 125,000,000 | ||||||
Interest rate, senior notes | 6.125% | |||||||
Debt Instrument, Issuance, Percentage of Principal Amount | 99.10% | |||||||
Effective interest rate, senior notes | 6.251% | |||||||
Debt issuance costs incurred, senior notes | $ 1,900,000 | |||||||
Debt issuance cost, amortization period, senior notes | 10 years | |||||||
Debt issuance costs remaining to be amortized, senior notes | 100,000 | 100,000 | ||||||
Unamortized bond discount | $ 1,000,000 | |||||||
Fiscal 2007 Senior Notes [Member] | Senior Notes [Member] | Level 1 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value, senior notes | 129,100,000 | 128,800,000 | ||||||
Fiscal 2014 Senior Notes [Member] | Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount, senior notes | $ 400,000,000 | |||||||
Interest rate, senior notes | 3.95% | |||||||
Debt Instrument, Issuance, Percentage of Principal Amount | 99.871% | |||||||
Effective interest rate, senior notes | 3.971% | |||||||
Debt issuance costs incurred, senior notes | $ 4,300,000 | |||||||
Debt issuance cost, amortization period, senior notes | 7 years | |||||||
Debt issuance costs remaining to be amortized, senior notes | 2,500,000 | 2,400,000 | ||||||
Fiscal 2014 Senior Notes [Member] | Senior Notes [Member] | Level 1 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value, senior notes | 427,600,000 | 422,800,000 | ||||||
Fiscal 2016 Senior Notes [Member] | Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount, senior notes | $ 500,000,000 | |||||||
Interest rate, senior notes | 3.40% | |||||||
Debt Instrument, Issuance, Percentage of Principal Amount | 99.589% | |||||||
Effective interest rate, senior notes | 3.449% | |||||||
Debt issuance costs incurred, senior notes | $ 4,500,000 | |||||||
Debt issuance cost, amortization period, senior notes | 10 years | |||||||
Debt issuance costs remaining to be amortized, senior notes | $ 4,500,000 | 4,400,000 | ||||||
Fiscal 2016 Senior Notes [Member] | Senior Notes [Member] | Level 1 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value, senior notes | $ 507,900,000 | $ 515,200,000 | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Fiscal 2015 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate, fiscal 2015 revolving credit facility | 1.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Incentive Equity Awards (Details) | 3 Months Ended | |
Sep. 30, 2016$ / sharesshares | ||
Stock Options [Member] | ||
Number of Options | ||
Number of Options, Beginning balance (in shares) | shares | 7,059,067 | |
Number of Options, Granted (in shares) | shares | 0 | |
Number of Options, Exercise of stock options (in shares) | shares | (1,384,575) | [1] |
Number of Options, Expired/forfeited (in shares) | shares | (40,239) | |
Number of Options, Ending balance (in shares) | shares | 5,634,253 | [2],[3] |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price, Beginning balance (in dollars per share) | $ / shares | $ 32.57 | |
Weighted-Average Exercise Price, Granted (in dollars per share) | $ / shares | 0 | |
Weighted-Average Exercise Price, Exercise of stock options (in dollars per share) | $ / shares | 23.24 | [1] |
Weighted-Average Exercise Price, Expired/forfeited (in dollars per share) | $ / shares | 38.97 | |
Weighted-Average Exercise Price, Ending balance (in dollars per share) | $ / shares | $ 34.82 | [2],[3] |
Time-Based Restricted Stock Units [Member] | ||
Number of Options | ||
Number of Options, Beginning balance (in shares) | shares | 1,202,896 | |
Number of Options, Granted (in shares) | shares | 15,895 | |
Number of Options, Vesting of restricted stock units (in shares) | shares | 0 | |
Number of Options, Expired/forfeited (in shares) | shares | (12,864) | |
Number of Options, Ending balance (in shares) | shares | 1,205,927 | [2],[3] |
Weighted-Average Grant Date Fair Value | ||
Weighted-Average Grant Date Fair Value, Beginning balance (in dollars per share) | $ / shares | $ 44.34 | |
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 66.48 | |
Weighted-Average Grant Date Fair Value, Vesting of restricted stock units (in dollars per share) | $ / shares | 0 | |
Weighted-Average Grant Date Fair Value, Expired/forfeited (in dollars per share) | $ / shares | 45 | |
Weighted-Average Grant Date Fair Value, Ending balance (in dollars per share) | $ / shares | $ 44.62 | [2],[3] |
Performance-Based Restricted Stock Units [Member] | ||
Number of Options | ||
Number of Options, Beginning balance (in shares) | shares | 468,516 | |
Number of Options, Granted (in shares) | shares | 12,339 | |
Number of Options, Vesting of restricted stock units (in shares) | shares | 0 | |
Number of Options, Expired/forfeited (in shares) | shares | (22,036) | |
Number of Options, Ending balance (in shares) | shares | 458,819 | [2],[3] |
Weighted-Average Grant Date Fair Value | ||
Weighted-Average Grant Date Fair Value, Beginning balance (in dollars per share) | $ / shares | $ 47.15 | |
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 53.53 | |
Weighted-Average Grant Date Fair Value, Vesting of restricted stock units (in dollars per share) | $ / shares | 0 | |
Weighted-Average Grant Date Fair Value, Expired/forfeited (in dollars per share) | $ / shares | 44.74 | |
Weighted-Average Grant Date Fair Value, Ending balance (in dollars per share) | $ / shares | $ 47.44 | [2],[3] |
[1] | Stock options exercised during the period of July 1, 2016 through September 30, 2016 had an aggregate intrinsic value of $62.9 million. | |
[2] | As of September 30, 2016, the Company’s outstanding vested and currently exercisable stock options using the September 30, 2016 closing stock price of $67.79 (approximately 2.9 million shares) had an aggregate intrinsic value of $116.0 million with a weighted-average exercise price of $27.58 and a weighted-average remaining contractual life of 5.3 years. The total of all stock options outstanding as of September 30, 2016 have a weighted-average remaining contractual life of 6.6 years. | |
[3] | As of September 30, 2016, time-based restricted stock units and performance-based restricted stock units expected to vest using the September 30, 2016 closing stock price of $67.79 (approximately 1.2 million and 0.4 million shares, respectively) had an aggregate intrinsic value of $78.1 million and $29.4 million, respectively. |
Stock-Based Compensation - Su54
Stock-Based Compensation - Summary of Incentive Equity Awards - Additional Information (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Intrinsic values of stock options exercised | $ | $ 62.9 |
Closing stock price (in dollars per share) | $ / shares | $ 67.79 |
Shares, outstanding | shares | 2.9 |
Aggregate intrinsic value | $ | $ 116 |
Exercisable stock options weighted average exercise price (in dollars per share) | $ / shares | $ 27.58 |
Exercisable stock options, weighted average remaining contractual life | 5 years 3 months 18 days |
Stock options outstanding, weighted-average remaining contractual life | 6 years 7 months 6 days |
Time-Based Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ / shares | $ 67.79 |
Shares | shares | 1.2 |
Aggregate intrinsic value | $ | $ 78.1 |
Performance-Based Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ / shares | $ 55.35 |
Shares | shares | 0.4 |
Aggregate intrinsic value | $ | $ 29.4 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock-based compensation expense | $ 8.8 | $ 9 |
Related tax benefits | 3 | $ 3.4 |
Unrecognized compensation cost related to non-vested stock options | 10.5 | |
Unrecognized compensation cost of restricted stock awards | $ 30.9 | |
Amortization period of unrecognized compensation cost for non-vested stock options | 2 years 5 months 1 day | |
Amortization period of unrecognized compensation cost for restricted stock awards | 1 year 4 months 24 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 17.9 | $ 18.1 |
Effective income tax rate | 34.80% | 35.10% |
Contractual Commitments, Cont57
Contractual Commitments, Contingencies and Off-Balance Sheet Arrangements - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2015term | Mar. 31, 2014USD ($)term | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items] | ||||
Payment to acquire equity method investment | $ 1,600,000 | $ 300,000 | ||
Remaining capital commitment | 1,500,000 | |||
Contingent consideration obligations | 40,000,000 | |||
Letters of credit outstanding amount | 0 | |||
Letter of Credit [Member] | ||||
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items] | ||||
Letter of credit issued | 1,600,000 | |||
IT Services Agreement [Member] | ||||
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items] | ||||
IT service agreement extension term | 2 years | |||
Number of renewal terms option one | term | 1 | |||
Renewal term option one (in months) | 12 months | |||
Commitments under agreement | $ 431,100,000 | |||
EU IT Services Agreement [Member] | ||||
Contractual Commitments Contingencies And Off- Balance Sheet Arrangements [Line Items] | ||||
Number of renewal terms option one | term | 1 | |||
Renewal term option one (in months) | 12 months | |||
Commitments under agreement | $ 28,200,000 | |||
Number of renewal terms option two | term | 1 | |||
Renewal term option two (in months) | 24 months |
Changes in Accumulated Other 58
Changes in Accumulated Other Comprehensive Income/(Loss) by Component - Summary of Changes in Accumulated Balances for Each Component of Accumulated Other Comprehensive Income/(Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Changes In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' equity at beginning of period | $ 1,045.5 | |
Stockholders' equity at end of period | 1,051.3 | |
Foreign Currency Translation [Member] | ||
Changes In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' equity at beginning of period | (31.9) | $ (16.6) |
Other comprehensive income/(loss) before reclassifications | (11.3) | (11.5) |
Amounts reclassified from accumulated other comprehensive income/(loss) | 0 | 0 |
Stockholders' equity at end of period | (43.2) | (28) |
Available-for-Sale Securities [Member] | ||
Changes In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' equity at beginning of period | 1.3 | 2 |
Other comprehensive income/(loss) before reclassifications | 0.5 | (0.6) |
Amounts reclassified from accumulated other comprehensive income/(loss) | 0 | 0 |
Stockholders' equity at end of period | 1.7 | 1.4 |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||
Changes In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' equity at beginning of period | (7.6) | (6.3) |
Other comprehensive income/(loss) before reclassifications | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income/(loss) | 0.1 | 0.1 |
Stockholders' equity at end of period | (7.5) | (6.3) |
AOCI Attributable to Parent [Member] | ||
Changes In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' equity at beginning of period | (38.2) | (20.9) |
Other comprehensive income/(loss) before reclassifications | (10.8) | (12.1) |
Amounts reclassified from accumulated other comprehensive income/(loss) | 0.1 | 0.1 |
Stockholders' equity at end of period | $ (48.9) | $ (32.9) |
Changes in Accumulated Other 59
Changes in Accumulated Other Comprehensive Income/(Loss) by Component - Summary of Reclassifications Out of Accumulated Other Comprehensive Income/(Loss) (Details) - Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Pension and Post-retirement liabilities: | ||
Amortization of loss, net of tax | $ 0.1 | $ 0.1 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Pension and Post-retirement liabilities: | ||
Amortization of loss reclassified into Selling, general and administrative expenses | 0.2 | 0.1 |
Tax income | (0.1) | (0.1) |
Amortization of loss, net of tax | $ (0.1) | $ (0.1) |
Interim Financial Data by Seg60
Interim Financial Data by Segment - Additional Information (Details) | 3 Months Ended |
Sep. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Interim Financial Data by Seg61
Interim Financial Data by Segment - Segment Results (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 895.3 | $ 594.7 |
Earnings (Loss) before Income Taxes | 51.5 | 51.7 |
Operating Segments [Member] | Investor Communication Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 723.3 | 429.7 |
Earnings (Loss) before Income Taxes | 32.9 | 33.9 |
Operating Segments [Member] | Global Technology and Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 187.8 | 176.8 |
Earnings (Loss) before Income Taxes | 38.3 | 30.3 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Earnings (Loss) before Income Taxes | (22.8) | (13.9) |
Foreign Currency Exchange [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | (15.9) | (11.7) |
Earnings (Loss) before Income Taxes | $ 3.2 | $ 1.3 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) $ in Millions | 1 Months Ended |
Nov. 30, 2016USD ($) | |
MO Systems [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Aggregate purchase price in cash | $ 25 |