Broadridge Financial Solutions Q3 2023 Earnings Call Transcript

Participants

Corporate Executives

• W. Edings Thibault, Head of Investor Relations
• Tim Gokey, Chief Executive Officer, Management
• Edmund Reese, Chief Financial Officer

Analysts

• David Togut, Evercore ISI
• Dan Perlin, RBC
• Peter Heckmann, D.A. Davidson
• Darrin Peller, Wolfe Research
• James Faucette, Morgan Stanley
• Puneet Jain, JPMorgan Chase & Co.

Presentation

[Operator]

Good morning, and welcome to the Broadridge Fiscal Third Quarter 2023 Earnings Conference Call. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions]

I would now like to turn the conference over to Edings Thibault, Head of Investor Relations. Please go ahead.

[W. Edings Thibault, Head of Investor Relations at Broadridge Financial Solutions]

Thank you, Kate, and good morning, everybody, and welcome to Broadridge's third quarter fiscal year 2023 earnings conference call. Our earnings release and the slides that accompany this call may be found on the Investor Relations section of broadridge.com. Joining me on the call this morning are Tim Gokey, our CEO; and our CFO, Edmund Reese.

Before I turn the call over to Tim, let me make a few standard reminders. One, we will be making forward-looking statements on today's call regarding Broadridge that involve risks. A summary of these risks can be found on the second page of the slides and a more complete description on our annual report on Form 10-K. Two, we'll also be referring to several non-GAAP measures, which we believe provide investors with a more complete understanding of Broadridge's underlying operating results. An explanation of these non-GAAP measures and reconciliations to the comparable GAAP measures can be found in the earnings release and presentation.

Let me now turn the call over to Tim Gokey. Tim?

[Tim Gokey, Chief Executive Officer, Management at Broadridge Financial Solutions]

Thanks, Edings. Good morning, and thank you for joining us. I'm pleased to be here to review our strong third quarter results. I'll start with a quick summary and key headlines followed by a review of our business. Then, I'll close with some thoughts on why I think fiscal '23 has been such a strong year for Broadridge across key operating, strategic and financial milestones and why that positions us well for the future.

Let's get started on Slide 3. First, Broadridge delivered another strong quarter. Recurring revenue rose 9%, constant currency, with double-digit growth in our governance business and strong growth in GTO. Net revenue growth helped drive 10% growth in adjusted operating income and 6% growth in adjusted EPS. Importantly, those earnings translated to strong free cash flow, which nearly tripled year-over-year as we continue to step down our wealth platform investments.

Second, investor participation remains strong. Q3 equity position growth was 10% and fund position growth was 6%. With over 90% of equity record dates completed through last week, we continue to expect position growth to be in the high single digits for fiscal '23, underlining the power of the trends driving that growth. Third, Broadridge continues to execute across governance, capital markets and wealth. The investments we have made to innovate in our governance business to put in place front-to-back capabilities in capital markets and to build a transformational wealth platform suite are resonating with clients.

Fourth, as we move through our seasonally-large fourth quarter, Broadridge is on track to deliver another year of steady top and bottom line growth. We expect to report recurring revenue growth at the higher end of our 6% to 9% guidance range. And we are reaffirming our outlook for continued margin expansion and 7% to 11% adjusted EPS growth. Finally, our fiscal '23 outlook has us on track to deliver at or above the high end of our three-year financial objectives, 7% to 9% recurring revenue growth and 8% to 12% adjusted EPS growth. That would mark a fourth consecutive cycle in which we have delivered on our three-year financial objectives.

Now let's turn to Slide 4 for a review of our results, beginning with our governance or ICS business. Governance recurring revenues rose 11% constant currency, driven by strong growth across all four product lines. Our regulatory business with its connections to broker dealers, funds, public companies and tens of millions of individual investors continues to benefit from strong investor participation. As we move to the peak of proxy season, equity position growth, in particular, remains strong at 10%, led by low-teens growth in managed account positions, and solid 7% growth in self-directed positions.

Broadridge is benefiting from broad-based growth across both mid and large-cap equities and across sectors. And as Edmund will share, we see further growth ahead for the all-important fourth quarter. That growth, especially in the context of declining equity and fixed-income markets over the past 15 months really underscores the secular, technology-driven trends, driving increasing investor participation.

On the fund side, position growth also remained solid at 6%. We continue to see double-digit growth in passive fund positions, including ETFs and money markets with basically flat growth in active fund positions. For all the growth we've seen in passive funds over the past decade, passive positions still account for less than 40% of the total, giving us confidence this trend can continue to drive growth for a long time to come. Outside of the regulatory core, our governance business posted double-digit growth in recurring revenue.

Our customer communications business is benefiting from strong growth in digital solutions. Our issuer business is benefiting from strong demand for our registered and disclosure solutions and higher interest rates are contributing to the growth of our data-driven funds business. Partially offsetting the strong recurring revenue growth is lower event-driven activity. The weakness we noted last quarter has continued and will likely extend into the fourth quarter as well. In the past, we've seen these lulls in activity extend anywhere from two to four quarters in periods of market weakness and uncertainty. As a reminder, most of this deferred activity involves elections for mutual fund boards of directors. As such, they need to happen eventually. And when they do, they grow with positions.

Turning now to GTO. Capital markets revenues grew 5% to $246 million. The integration of BTCS continues to deliver long-term benefits. During the quarter, we onboarded a leading global multi-asset class clearing firm, providing them with ultra-low latency connections to 40 global member markets and displacing a major competitor. In addition, one of our goals has been to develop a suite of applications that bring together our capabilities across the front and back office to simplify workflow across the trade life cycle. These efforts are now translating into multiple pipeline opportunities for bundled front-to-back sales.

Outside of BTCS, our Distributed Ledger Repo solution, while still small in revenue terms, continues to generate strong market interest. UBS recently executed the first real-time intraday DLT repo trade on our platform. This represents a major step forward in increasing settlement velocity and collateral mobility and therefore, reducing the amount of capital needed by clients to manage their intraday liquidity needs.

In wealth, revenue grew 10% to $143 million. I'm pleased to announce we have completed both the platform development and testing of our Broadridge wealth product suite. We've made significant progress towards finalizing a phased rollout approach with UBS that delivers solid economics to Broadridge while addressing T+1 and giving UBS the flexibility to deploy modules on its own timetable, as it continues its digital transformation.

We remain confident that we are on track to recognize revenue in the first quarter of fiscal '24, and that we will see notably improved free cash flow conversion going forward. We have invested significantly in the past three years to reach this point. Working closely with UBS, we've created a suite of modular solutions that enable our clients to drive adviser productivity, improve the investor experience and digitize front-to-back operations. This is a differentiated capability that others are talking about, but that only Broadridge can deliver now. Our componentized approach means that firms can step into this transformation based on their needs. These conversations are resonating and our pipeline continues to grow, now up over 40% from the beginning of the year. All in all, this is a proud moment for Broadridge.

Finally, speaking of client conversations, closed sales rose 8% to $62 million in the third quarter. We are now entering our critical selling quarter with a record pipeline, and we are seeing significant interest in digital solutions, capital markets and wealth. At the same time, we're clearly in a highly uncertain economic environment. Like others, we're seeing longer sales cycles, especially in Europe. With some deals slipping into the summer, we now expect full year close sales to be near the low end of our $270 million to $310 million guidance. Our record pipeline gives us confidence the variation we are seeing is timing and our strong backlog of solutions already sold and in the onboarding process means that we expect minimal impact on FY '24 revenue growth.

I'll close my remarks on Slide 5. Broadridge is poised to deliver another strong year in fiscal '23 across key operating, strategic and financial metrics. First on the operating side, position growth remains very healthy. After two years of strong markets and ultra-low rates, market dynamics have shifted significantly over the past 12 months, and yet our results year-to-date, the activity we're seeing early in Q4 and our forward testing all give us a high degree of confidence that we'll end the year with position growth in the high single digits for equities and mid-single digits for funds. These results, in turn, give us added conviction that the long-term trends driving increased investor participation remain very much intact, even in a choppy market and even after two above-trend years. Beyond position growth, we've taken steps to strengthen our government business by implementing voting choice for funds or pass-through voting as we've referred to in the past and universal proxy, all while developing a new offering for tailored shareholder reports. Between the fundamental drivers and these enhancements, the regulatory business is the strongest it's ever been.

Second, our investments in digital communications capabilities have begun to translate into significant momentum. Broadridge has become a leading omnichannel communication hub, giving our clients an enhanced digital experience, while preserving best-in-class print. For many years, after we acquired DST's communications business at the beginning of fiscal '17, the combined business contributed double-digit earnings growth by delivering strong synergies and scale. More recently, we've seen these efficiencies help us drive new client wins. And now, our digital capabilities are enabling Broadridge to play a new and more central role in how our clients service and grow their business. This is the vision we laid out when we made the acquisition and it's exciting to see it bear fruit.

Third, our capital markets business have never been in a stronger position. Our ability to address the entire trade life cycle puts us in a unique position to help our clients simplify their complex operations. As we integrated Itiviti, we have built the capabilities that will link our front and back office solutions and the market receptivity has been strong.

Fourth, our Broadridge wealth platform will enable our clients to drive digital transformation on their terms through a wide set of modular solutions targeting adviser productivity, improved investor experience and digitized operations. We've now completed the elevated investment phase of our growth strategy, and we are well positioned to attack this growing market.

Lastly, we're delivering another year of strong and consistent financial results. After a strong third quarter, our full-year outlook calls for high-single-digit recurring revenue and adjusted EPS growth. The successes we are discussing today required investments, significant investments in the case of BTCS and wealth. Now we're exiting that investment phase, which means that our free cash flow conversion is starting to return to historical levels, which we will expect -- which we expect will result in improving ROIC as well.

In summary, Broadridge is delivering strong fiscal '23 year results across multiple fronts. Our key operating metrics continue to grow. We made important steps in strengthening key parts of our governance, capital markets and wealth franchises and we are reaffirming our outlook for another year of consistent financial results backed by improving free cash flow. Broadridge is well positioned to drive long-term and sustainable growth.

I want to conclude by thanking our associates, many of whom are listening to this call. Our commitment to client service consistently sets us apart with our clients. That is a big testament to the work of our highly-engaged associates around the world. They continue to make a difference for our clients and for millions of investors every day, thank you.

And with that, let me turn things over to Edmund.

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

Well, thank you, Tim. And good morning, everyone. Today, I am going to review our Q3 financial performance, I want to provide some additional insights on our rising free cash flow conversion, and I'll outline the drivers of our Q4 growth, which give us confidence in our recurring revenue and adjusted EPS guidance for fiscal '23.

Starting with Q3, I am pleased to share the results from another strong quarter, where recurring revenue growth and continued disciplined expense management drove mid-single-digit adjusted EPS growth, despite weaker event-driven revenue in the challenging macroeconomic environment.

We continue to see robust organic recurring revenue growth from converting our sales backlog to revenue and healthy position growth. And as you can see from the financial summary on Slide 6, recurring revenue rose to over $1.1 billion, up 9% on a constant-currency basis, all organic. Adjusted operating income increased 10% as we lapped elevated investments in fiscal '22, and realized the benefit from targeted cost actions that we initiated in Q4 '22. Both of which more than offset the impact of lower event-driven revenue. AOI margins of 21% expanded 60 basis points, and adjusted EPS rose 6% to $2.05.

Finally, we delivered closed sales of $62 million, up 8% over Q3 '22. And I'll remind you that while higher interest expense partially offsets the operating income growth, the interest rate impact at the Broadridge level is fully offset by the higher float income in our ICS segment. On taxes, we continue to project an overall tax rate of approximately 21% for fiscal '23.

And we'll get into the details of the Q3 results, starting with recurring revenue on Slide 7. Recurring revenues grew 9% to $1.1 billion in Q3 '23, and was at the high end of our full year guidance range of 6% to 9%. Our recurring revenue growth was all organic, again, keeping us on track to exceed our 5% to 7% three-year growth objective.

Let's turn now to Slide 8 to look at the growth across our ICS and GTO segments. We continued to see strong growth in both of our segments. ICS recurring revenues grew 11%, all organic, to $693 million, with regulatory at 8%, and double-digit growth across all other product lines. Continued growth in equity and fund positions underpinned an 8% increase in regulatory revenues to $346 million. Data-driven fund solution revenues increased by 14% to $102 million, primarily due to the higher float revenue, in our mutual fund trade processing unit. Our issuer revenues grew 25% to $58 million, led by growth in our registered and shareholder disclosure solutions. Finally, we continue to benefit from strong demand in our customer communications business, where recurring revenue rose 10% to $188 million, led by new client wins, and higher volumes in print, as well as double-digit growth in our higher-margin digital business.

Turning to GTO, recurring revenues grew to $388 million or 7%, driven by new sales revenue and wealth management, and strength in our global post-trade products and capital markets. Capital markets revenue grew 5% to $246 million propelled by new sales growth, and higher fixed income trading volumes, which offset the grow over impact from higher license revenue in Q3 '22. Wealth and investment management revenue increased by 10% to $143 million, led by healthy growth from new sales and professional service fees. As a reminder, license revenues can impact quarterly revenue growth, and we expect a grow over impact in Q4 for wealth management. Looking forward, I have a high degree of confidence in our ability to deliver GTO full year organic growth within our targeted 5% to 7% range, given our strong results over the past nine months.

Let's now turn to Slide 9 for a closer look at volume trends. We had healthy position growth for both equities and funds in the third quarter, despite the market volatility. Equity position growth was 10% in the quarter, and growth was driven by continued double-digit growth in managed accounts, and while more modest continued growth in self-directed accounts. We are now in the peak period for annual meetings and proxies, and through the end of April, we have received record data for 92% of the proxies that are expected for the year. Position growth results have consistently been in line with our testing, so this data gives us high confidence in our Q4 estimate. For the full year, we expect equity position growth of approximately 8%. We continue to be encouraged by expanding investor participation in financial markets, serving as a long-term tailwind that drives growth in our business. Mutual fund position growth remained steady at 6% despite outflows from equity and fixed income funds to money market funds, and we anticipate growth in a similar range for Q4 and for the full year.

Turning now to trade volumes on the bottom of the slide. Trade volumes grew 1% on the blended basis in Q3, and once again, we saw a difference in asset classes. With increased volatility driving double-digit fixed income volume growth now for seven consecutive quarters, and a modest decline in equity volume growth, given lower activity at our retail wealth management clients. We will be lapping a strong Q4 '22, but we expect full year trading volume growth to be better than our initial guidance, and slightly up for the year.

Let's now move to Slide 10 where we summarize the drivers of recurring revenue growth. Recurring revenue growth of 9% was all organic, and balanced between net new business, and internal growth. Revenue from closed sales and our continued high retention from existing customers provided 4 points, and internal growth, primarily positions, trading volumes, and float income, contributed 5 points. Foreign exchange impacted recurring revenue by 1 point with the majority of that impact coming in our GTO business as you can see in the table on the bottom of the slide.

I'll finish the discussion on revenue with a view of total revenue on Slide 11. Total revenue grew 7% in Q3 to $1.6 billion, including 5 points of growth from recurring revenue. Event-driven revenue was down $7 million and was a modest headwind to growth, as we saw continued lower mutual fund proxy activity. I will again highlight that lower mutual fund proxy activity is driven by the timing of fund and ETF board elections, which may be pushed back, but are not an optional activity. Looking ahead to the balance of the year, we expect activity to remain weaker in Q4, with full year revenue in the $210 million to $220 million range, below the $240 million to $260 million level that we've seen in recent years.

Although, the low-margin distribution revenues increased by 8%, and contributed 3 points to total revenue growth as the higher volumes in customer communications and the impact of postal rate increases more than offset the lower event-driven activity. We continue to expect double-digit distribution revenue growth for the full year, and I'll again reiterate that the elevated distribution revenue from postal rate increases, and higher customer communications volumes have a dilutive impact on our reported adjusted operating income margin.

Turning now to margins on Slide 12. Adjusted operating income margin for Q3 was 21%, a 60 basis point improvement over the prior year, driven by a combination of operating leverage in our business, higher float income, and continued disciplined expense management, and the impact of targeted cost actions that we initiated at the end of Q4 '22. Our progress through three quarters gives us increased confidence, that we will be able to offset inflation and FX impacts, and deliver on our margin expansion objective of approximately 50 basis points for fiscal '23.

Let's move ahead to closed sales on Slide 13. Third quarter closed sales were $62 million, up from $57 million in Q3 '22, and bringing our year-to-date total to $156 million, $13 million below Q3 year-to-date '22. Over the last five years, we have closed on average 46% of our full-year sales in the fourth quarter. So, meeting our full year closed sales objective continues to be heavily dependent on Q4 performance.

I'll turn now to cash flow on Slide 14. Q3 '23 free cash flow strengthened to $162 million, up 189% from $56 million in the prior year period. Free cash flow conversion over the last 12 months, calculated as free cash flow over adjusted net earnings, improved 12 points sequentially to 63%, driven by operating cash flow improvement. And this improvement was the product of strong working capital management and most notably, a year-over-year decline in the level of client platform spend, consistent with our expectations. Total client platform spend for Q3 '23 was $74 million, a reduction from last year's $114 million.

The wealth platform was the primary component of the investment in the quarter, and the lower spend demonstrates our progress in completing the testing and development phase of that project. We are clearly managing the investment spend, and we now expect to deliver fiscal year '23 free cash flow conversion that is significantly higher than fiscal '22, and we remain confident that we will continue to return to more historical levels of free cash flow conversion in fiscal year '24.

And before moving on from our client platform spend, I'll add that consistent with our prior comments, we are on track to complete the spend on the wealth platform in Q4 '23, and recognize revenue during the first quarter of fiscal 2024. And as Tim said, we've made progress on finalizing a roll-out approach, that delivers solid economics to Broadridge, and we'll share more on the near-term economics when we finalize the plan with UBS. We continue to have confidence that the operating leverage and the ability to prioritize other investments inherent in our business model will allow us to mitigate the dilutive impact and continue to deliver on our earnings growth objectives.

Let's now move to Slide 15 to discuss capital allocation. On Slide 15, you see that year-to-date, we've spent $315 million on investments for growth, and returned $214 million to shareholders. Our capital allocation model balances investment for growth, with capital returned to shareholders, while maintaining an investment-grade credit rating. And we feel very good that the combination of our earnings growth, and free cash flow after lower client platform spend in fiscal year '23, has us on track to pay down debt, and continue to make progress towards the 2.5 times leverage ratio objective that we communicated at the time of the Itiviti acquisition.

Next, let's turn to our updated guidance on Slide 16, and some final thoughts on our fourth quarter. First, we expect to deliver recurring revenue growth at the higher end of our 6% to 9% guidance range. And as always, this guidance reflects a constant-currency view, and it's important to note that year-to-date there is a 1.8-point differential between the reported and the constant-currency recurring revenue growth. Second, we are reaffirming our adjusted operating income margin expansion guidance of approximately 50 basis points and adjusted EPS growth of 7% to 11%. Finally, on closed sales, we expect to be near the low end of $270 million to $310 million. And I want to reiterate that the delays in the timing of sales have only a very modest impact on our medium-term revenue outlook, given our strong sales backlog.

Embedded in this full-year guidance is a strong Q4 '23, and there are three items worth highlighting as the primary drivers of growth in Q4. First, continued conversion of sales to revenue, and I'll emphasize the visibility that the revenue backlog provides. Second, proxy revenue from position growth, and as I said earlier, we have strong visibility into this seasonally important quarter, having already received over 92% of record data. Finally, significant margin expansion as we grow over discrete growth investments in fiscal '22, and see the impact of targeted cost initiatives that we initiated at the end of Q4 '22.

And before I close, I want to quickly address some questions that we've received over the last few weeks about our exposure to regional banks. First, our revenue exposure from the banks that have stopped operating is less than 20 basis points of our $3.7 billion of fiscal '22 recurring revenue. Regional banks more broadly make up less than 2% of our overall recurring revenues across the more than 900 client relationships. Finally, the overwhelming majority of our banking operations and deposits are with the systematically important banks as our internal policies prioritize safety of capital. So again, we have very small exposure to these institutions.

With that final note, I will reclose [Phonetic] by reiterating my key messages. Broadridge delivered strong Q3 financial results. We are positioned to deliver strong fourth quarter results and more importantly, another strong fiscal year. Our updated guidance calls for the higher end of 6% to 9% recurring revenue growth, constant currency, higher margins, and 7% to 11% adjusted EPS growth. We have finalized the wealth platform development and testing, or our peak investment spend, and once again, driving strong free cash flow, allowing us to pay down debt and progress on our investment-grade 2.5 times leverage ratio objective. The strength and resiliency of our business, and financial model is visible in our performance, and as Tim noted, we are poised to deliver against our three-year growth objectives for the fourth consecutive time.

And with that, let's take your questions. Back to you, operator.

Questions and Answers

[Operator]

[Operator Instructions] The first question is from David Togut of Evercore ISI. Please go ahead.

[David Togut, Analyst at Evercore ISI]

Thank you. Good morning. Could you just go perhaps a level deeper, Tim, on some of the delays you're seeing in new bookings, particularly why you think some of the longer sales cycles in Europe will kind of reach fruition over the next couple of quarters, and not materially affect FY '24?

[Tim Gokey, Chief Executive Officer, Management at Broadridge Financial Solutions]

Yeah, absolutely. Thank you. Thank you, Dave. We are -- when we look at our overall pipeline, it is stronger than it's ever been, and when we look at the quality of the conversations that we're having and the exciting, and in some cases, transformational opportunities we're pursuing, we just see continued ways that we can really make a big difference for the industry.

So, we really like the conversations we're in. And then, at the same time, there is a lot going on in the world. And so, there's that phase between when you have agreement on what you're doing and when you get all the contracting and everything done, and that can expand or contract based on all the things that are going on in those particular institutions. There haven't been any opportunities that have gone away. And with -- and it's just one of the things. We always do a lot of our sales in the fourth quarter. Makes it very hard to predict exactly when things will come in. In the end, remember, as I know you well know, all of that adds to a backlog of projects which we then need to work through, we need to staff, put teams on and get going.

And so, whether something closes in June or it closes in July, it really has an immaterial impact on our revenue in the long run. So, we're seeing great demand. We are really pleased, and we're really excited about the new solutions across each of the areas that I could go on about, but I won't. And so, we'll just -- we'll play it by a year, but we did -- like others, we are seeing a lot of things going on in our clients, and so, we're working hard to get there.

[David Togut, Analyst at Evercore ISI]

Appreciate that. And just as a follow-up, Edmund, I've received some investor questions about the implied fourth quarter guide, perhaps, suggesting a steeper-than-normal ramp versus the March quarter, and I know you did call out kind of extensive testing pointing to a strong proxy season. But is there anything else in the implied fourth quarter guide that would suggest a steeper June versus March quarter ramp?

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

So, David, thanks for the question, and I think you hit on one important key component, and that is the position growth from equities. And we gave -- we've been saying the entire year that, that would be mid to high-single-digit growth and now having 92% of the record data, and strong, strong visibility for this year, and we can point directly to approximately 8%, right in line with what we've been saying all year. The other component, though, to call out, and I did mention this in the remarks, is on our continued ability to drive operating expansion in the business.

We had this operating leverage in both of our businesses, so as we bring on new revenue, we see benefit there. We had 60 basis points of expansion in Q3, right in line with our expectations, and we expect that operating leverage to continue to drive impact in Q4. And I know you'll remember that in Q4 '22, we announced some targeted actions. So, we continue to rightsize our real estate footprint, particularly as we think about the new hybrid work environment. We slowed our hiring. We took other targeted cost actions as well, and we expect to see those benefits come to fruition in our Q4 '22 as well.

So, when you add that equity position growth and you add the operating leverage in our business, and the explicit actions that we are taking for Q4 '22, that gives us high confidence that we'll be able to have the margin expansion, and drive the earnings growth for the full year.

[Operator]

The next question is from Dan Perlin of RBC. Please go ahead.

[Dan Perlin, Analyst at RBC]

Thanks. Good morning. I wanted to just touch base on the free cash flow conversion. It was great to see that that's ramping back to kind of 63%. The question is, how do we think about the pacing of that kind of from here given the heavy lift is kind of behind us? Anything that you can help us reconcile as we think about getting back to closer to 100% free cash flow conversion?

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

Yeah. I mean -- so thanks. Good to have you join the call, Dan, first of all.

[Dan Perlin, Analyst at RBC]

Good to be here.

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

What I would say is, you've seen the sequential uptick, 48% from fiscal '22, which had our peak level of investment in it, we said that that client platform spend was going to be lower beginning in Q2 of '23 after going through our peak quarter of Q1, and we saw that client platform spend was down 50% in Q3 -- in Q2 and is down 35% in Q3, and I expect to see the continued decline year-over-year as we go into Q4 as well. As a result, you've seen the free cash flow conversion tick up 10 points over the last two quarters and sequentially in each of those two quarters. So, as that client platform spend drops, we'll continue to see improvement. We're not yet ready to give exactly what that number is for fiscal '23.

But I think the trend you see gives us -- is what gives us high confidence and we'll continue to see it significantly better than fiscal year '22. And as we've been saying this entire time, trending towards our more historical levels as we go into Q4 '24, as we go into fiscal year '24.

[Dan Perlin, Analyst at RBC]

Yeah. That's great. And just as a -- my follow-up is really on wealth. It was a nice quarter, up 10% on a recurring basis. I'm wondering -- you called out a pipeline, I think it was 40%. So, the demand sounds good there. I'm wondering, are there things, or I should say, modules in particular, that clients are gravitating towards? Is it just they want to take books of record? Is it order management? Is it your alternatives? And you've got a lot of them in this platform. I'm just wondering where, if anything, they're kind of finding the most interest these days? Thank you.

[Tim Gokey, Chief Executive Officer, Management at Broadridge Financial Solutions]

Yeah. Dan, thank you very much, and also this is Tim. Also, welcome to the call. Thank you. Good to have you here. I think there are -- as we've said in past calls, it is, we really like the evolution of how we're going to market in terms of a componentized approach, which really allows clients to, as we call it, transform on their terms, which means really take a North Star, and put in place solutions that are on the direction to that North Star, that create value along the way.

We are seeing a lot of interest in some of the foundational technology, the client and relationship master, and that really sort of pulls things together with our onboarding solution. We're seeing strong interest in corporate actions, and have multiple firms in the pipelines there. That's been a sore point for the industry for some time. And in addition to the components of the existing platform, they are all the existing solutions we had, which -- things like securities-based lending, and other solutions to digital marketing that are -- have strong demand as well. So, it's been nice to see the growth this quarter, but really more importantly, to see how the pipeline is building over time.

[Operator]

The next question is from Peter Heckmann of D.A. Davidson. Please go ahead.

[Peter Heckmann, Analyst at D.A. Davidson]

Hey, good morning. Thanks for taking my questions. I just wanted to see if you had any additional thoughts on tailored shareholder reports, and where Broadridge might see opportunity to offset some of the revenue loss related to Notice and Access?

[Tim Gokey, Chief Executive Officer, Management at Broadridge Financial Solutions]

Yeah, Peter, thank you very much, and a very important topic. And as you know, tailored shareholder reports will really enable deeper investment -- engagement by investors and they're going to drive digitization. And we think it's something that is ultimately good for funds and makes Broadridge more valuable to its clients, and it is part of a long series of innovations that the industry has undertaken, that have been really good for investors, and good for the industry.

Now, as we have talked about, it does create challenges for ourselves with some -- about $30 million of revenue that will go away, and challenges for funds because the number of -- basically the number of SKUs that they have since these reports need to be tailored by share class, means the number of versions has dramatically increased. And I think I talked last quarter about one fund, where it's going from a maybe just under 200 reports to over 1,000. So, a real challenge for the industry. We are creating what we believe is a really unique industry solution that will significantly address the challenges that funds face.

From a distribution standpoint, while 80% of this is digital -- there is still -- 20% of a lot is still a fair bit of print out there, and we're creating a unique print on demand solution that really eliminates the need to inventory, these literally tens of thousands of SKUs, and creates tens of millions in postal savings for funds by being able to combine mailings, and print directly a client that's receiving something print instead of five different envelopes, print five things right off, put them in an envelope in one shot. And so, that is a solution that really funds are seeing a lot of power in. And then, this also creates a really important opposition -- opportunity in composition. And composition has really been something that's been largely performed by one of our competitors in the industry.

Hasn't been an area that we have strongly competed in, but a couple of years ago, we bought a composition engine, and it is uniquely suited to help funds solve the problem of having many versions of the same document, and of delivering data directly into composed documents, whether those are physically delivered, or digitally delivered. And so, by putting the composition engine together with the unique print on demand, it's a really unique end-to-end solution that can really simplify this for our clients. So, we're actively demoing that end-to-end solution to our clients. The reception has been very positive, and we think with that combination, we should be able to offset or more the revenue that we see.

[Peter Heckmann, Analyst at D.A. Davidson]

That's helpful insight. And then, can you just remind us in terms of the -- I think is it the retirement account trading business that generates the flow, and remind us just some of the mechanics there and kind of what type of flow we're talking about.

[Tim Gokey, Chief Executive Officer, Management at Broadridge Financial Solutions]

Yeah. Thank you. So yes, in our retirement business, one of the businesses in there is trading mutual funds on behalf of -- on behalf typically of smaller plans, and working on behalf of the record keeper to do the fund trading on their behalf, and that does generate flow. It's fairly significant. And so, as interest rates go up, we get the benefit of that. Our team has been extremely effective. I think the flow-through from interest rates glass has been something in the order of 95%.

And so, that is something that has really been a counterbalance so that as we have seen interest rates go up on the debt that we have, we've gotten the counterbalancing here. Now I'll say, certainly, as we pay down the debt, as we're talking to, that balance will shift positively for us.

[Operator]

The next question is from Darrin Peller of Wolfe Research. Please go ahead.

[Darrin Peller, Analyst at Wolfe Research]

Hey, guys. Thanks. So, I mean it's great to see the progress on the wealth side and the buildout. When we look at the free cash conversion, I know you talked, I think it was 100% you said you expected to get to in fiscal '24 last quarter. You may be more reticent to say about guidance now, but any just directional where we see that going in the next couple of years in terms of free cash conversion?

And then, really as a follow-up on the same business, again, I mean, you scaled it out. Can you just help us understand it should be a much better operating leverage as you bring on new business now that you've done the heavy lifting, right? And maybe just give us a sense of what it takes to bring on new customers now, beyond UBS, once we get that going.

[Tim Gokey, Chief Executive Officer, Management at Broadridge Financial Solutions]

Yeah. Absolutely, Darrin. Let me just start with the second part first. Obviously, this, as we have built the platform, has been a significant investment for us. And as we look going forward in terms of bringing on additional clients, we would -- I wouldn't say that the investment to bring on additional clients is zero, but we expect it to be much, much lower. It's not the platform build. There's just really the data conversion and things like that. It's also since it's a componentized approach, the testing is dramatically simpler. And so, the investment to bring on new clients will look a lot more like our regular GTO business, which does have pretty attractive incremental margins. So, we do expect good incremental margins on those.

Let me come to your free cash flow topic, and let me just wrap in something to that. And just to be clear, I didn't -- none of us said it will be 100% in '24. What we just said is, historically, it has been around that number, and we will be going to more historic. So, it's a little bit like the transitive property of A equals B, but we're not committing to that now, and it's a little too early in the cycle for that.

I do want to call your attention, though, I think that as we return to high free cash flow conversion, what it really does for us on the capital allocation side. And our capital allocation is really unchanged from what it has been, but the result of that can be different. So, we're committed to investment-grade credit rating. We're committed to growing a dividend to then funding high-return internal investments, making high-value tuck-in M&A, and then not letting capital build up on the balance sheet to return excess to shareholders.

And so, we're really at an inflection point now with two things going on as we enter '24. So first, we do expect to return to more historic free cash flow conversion. And second, as we exit '23, we're trending strongly towards our committed 2.5 times leverage, which means a lot less need for debt paydown. So therefore, and when we get there, which we're not there yet, but when we get there, we'll have a lot more flexibility to return to our historic approach on capital allocation that really balances share buybacks and strategic tuck-in M&A.

And as I mentioned last quarter, we expect an outcome of all of that to drive increased ROIC to the mid to high teens over the medium term. So, we do think that this -- we did want to make an emphasis on the cash flow point in this quarter because we do think we're sort of turning a page here, and moving to something that people will like going forward.

[Darrin Peller, Analyst at Wolfe Research]

Okay. That's really helpful. Thanks, Tim. Just a quick follow-up. I mean, when -- maybe preliminary, but any early thoughts on what UBS and Credit Suisse coming together means for that business? And then actually, I did want to touch on position growth also. I mean, I think it accelerated 1 point when we look at equity position growth. When you think about what the normal rate of growth there is, I mean, it obviously has been strong for, like you said, a couple of years now. And so -- just maybe reiterate, are we in the new norm now? Or what you think we can see over the next 12 months, assuming savings rates stay relatively, I guess, depending on what savings rates and unemployment levels do, etc.?

[Tim Gokey, Chief Executive Officer, Management at Broadridge Financial Solutions]

Sure. Let me take the Credit Suisse-UBS piece first. And to be clear, the transaction hasn't closed. UBS has not completed its integration plan. So, all of this is very preliminary, but if you look at the footprint of the two institutions and how it lines up versus us, first of all, on the wealth side, Credit Suisse does not have a significant wealth business in the United States. There's very little impact there. I will note that UBS has reaffirmed that continuing to grow U.S. wealth will be a strategic priority for UBS. And so, in terms of the work that we're doing with them on the wealth side, that will continue. And we've seen really no slowdown in their focus on that.

The other side of things is the capital market side. And as you may know, UBS is an important client for us on the capital market side in North America. Credit Suisse was not a client for us on that side. And so, that's an opportunity. UBS does plan what they've said certainly is a sort of speculation. What they said is that they will be reducing the size of that business in Credit Suisse.

But that said, whatever is left, and again, I don't have any specific information on this, but it would be logical for them to try to consolidate infrastructure and to bring that on to the Broadridge infrastructure. So we think that will be a modest uptick for us. So as we look at that overall transaction, we're seeing it as a modest uptick.

Then, on to position growth, it's a bit of a two-fold question there, Darrin. But on to position growth, it has been elevated the past two years, and investors have wondered if we'd see positions decline to pre-pandemic levels or if it would grow from the net new base. And that's been a question throughout this year. I think now with 92% of the data in for this year, we feel pretty confident in our outlook. We do have early testing on the first half of next year. It's pretty early to make any real reference about that, and that is a relatively small part of the year. But all that said, there's nothing in that that indicates anything other than a continuation of the trends next year that we're seeing now.

And so, I think our conclusion on this is that there was a sort of a fundamental one-time lift that took place during the pandemic as people moved on to some of the new free trading apps and other kinds of things. And then, what we're seeing is on top of that new base, the continued growth from the other long-term drivers that you and I have discussed before including managed accounts and more recently direct indexing.

So that's sort of how we're seeing it play out. We have a little less insight on sort of specific economic indicators and things like that, but really just more focused on the long-term trends.

[Operator]

The next question is from James Faucette of Morgan Stanley. Please go ahead.

[James Faucette, Analyst at Morgan Stanley]

Great. Thank you very much. Appreciate your comments on capital allocation and how you expect that to change or return to previous uses. I'm just wondering on particularly acquisitions. We saw acquisition of one of your BTCS competitors in SimCorp over the past week. And how does that impact your thinking on acquisitions generally and how should we be thinking about the assets you could be targeting either by geography or product, etc.?

[Tim Gokey, Chief Executive Officer, Management at Broadridge Financial Solutions]

Sure. James, thank you. And I think, first of all, relative to Deutsche Borse and SimCorp coming together, I think that is -- that has relatively low impact on us. We almost never compete with SimCorp and they have an interesting theory about putting their data assets together with essentially a sort of a back office product and we'll see how that plays. But we don't really compete directly with them, so I don't see it any direct competitive impact.

In terms of how we think about the market, I think it has been somewhat fortuitous and this time that we've been out of the market that there's really been very little activity. I think most people are predicting that there will be some increased activity over the next 12 months. At the same time, I think that asset levels or asset pricing is still pretty elevated despite the downturn. And so I think you see us being pretty selective with a pretty high bar sort of irrespective of the avenue. We really look for things where we are sort of uniquely the best owner.

If you think about the kinds of assets that we would be interested in if they were to become available, obviously, we've done a lot of investment over the past few years on the GTO side of the business, and there are a lot of opportunities on the ICS side that we'd be looking for. So I think that's what you'd see, and -- but if that's not the right thing, then we'll return money to shareholders.

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

And the only thing I'd add to what Tim said, which was spot on, James, is that we continue to have our revenue growth model focused on organic growth. We drive 5 points to 7 points of our recurring revenue from organic growth drivers. And if we find, as Tim just said, the right sort of tuck-in strategic fit, then we could expect to see 1 point to 2 points of growth from that.

[James Faucette, Analyst at Morgan Stanley]

Got it. And then I just want to drill down a little bit more on the UBS cross-suite situation, particularly as it relates to any updates that you might have for us around ACV. I think previously, you've been targeting around $100 million or so once we have go-live in the first quarter of fiscal '24. Do you still expect that quarterly run rate to be in that same range?

And I guess, I know there's a lot of moving pieces over there right now. But when -- I guess, based on previous experience, how long should we expect before you can get a more concrete or clear view on where that should end up and where the opportunities may or may not lie?

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

So let me start, James, and Tim might jump in here. As we just said in the prepared remarks, we are now complete with the development and the testing of it and still on track to go live in this calendar year and start to recognize revenue in fiscal -- in our first quarter fiscal '24. And when we finalize that rollout plan with them, we'll share more specifics on the economics of it. As we said before, we'll recognize that revenue in fiscal '24, in the first quarter of that, it will be dilutive to us. As Tim just said, we have a very strong pipeline, we'll be able to bring on more sales that are at very accretive margins to us to help us get back to the returns that we've historically seen in our rollout. And so that's what we're focused on now, and we'll share more as we finalize the plans with UBS.

[Tim Gokey, Chief Executive Officer, Management at Broadridge Financial Solutions]

Yeah. I think the only thing I'd add to that is just qualitatively as UBS has shifted to this more agile modular approach where they are implementing in phases, when the revenue comes on, it will be less than that $100 million number and not dramatically, but it will be less and but also the investment in the amortization will be less, and we'll be able to lay that out when we can.

[Operator]

The next question is from Puneet Jain of JPMorgan. Please go ahead.

[Puneet Jain, Analyst at JPMorgan Chase & Co.]

Hey. Thanks for taking my question. I just had like a question on closed sales, like the lowered expectations for this year. Like, is that something you would attribute to a weak macro? Like, are you seeing any, like, the clients delaying decision making like in your pipeline?

[Tim Gokey, Chief Executive Officer, Management at Broadridge Financial Solutions]

Sure. Sure, Puneet. I think that -- I think the Part of the good news is that our clients are continuing to prioritize their technology spend, and I think they view -- in many cases, they view that as table stakes to continue to drive their business forward. And so it is -- it's interesting that we haven't really seen any decline in the volume of conversations, and so that's what makes us believe that this is more of a timing issue. Is it weak macro, is it just the number of other moving parts that they have? It's hard for us to untangle those. But it's -- what we're heartened by is that the conversations continue to be very positive.

[Puneet Jain, Analyst at JPMorgan Chase & Co.]

Got it. Thank you. And then, on the Q4 guidance, the implied guidance for Q4, what should we expect for contribution from internal growth, like the trade volume record growth versus new sales contribution?

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

So Puneet, we've continued to see balanced growth across those two items, not just this year, but historically, over the past few years, balanced growth. Half of it coming from converting the sales backlog that Tim mentioned earlier to revenue, we saw 4 points from that in this quarter, and the other half coming from the position growth that we've seen and other trading growth in our GTO business. In this particular quarter, we saw 5 points coming from that. And I think you're going to continue to see that same balance of contribution from those two areas as we move forward in the Q4. And again, as I mentioned to David earlier, I think our -- the actions that we've taken on the expense management side of it will play a big role in our ability to be able to hit the Q4 objective as well.

[Operator]

This concludes our question-and-answer session. I would like to turn the conference back over to management for closing remarks.

[Tim Gokey, Chief Executive Officer, Management at Broadridge Financial Solutions]

Thank you, operator, and thank you, everyone, who has joined us today. I hope, as you can tell, we are -- we're excited about our progress against our long-term objectives and about the way those are playing out within this year and how that sets us up for the future. We are making important progress on our key strategic milestones across each of our businesses of governance, capital markets and wealth. We're seeing the benefits of that in our business results, and we're seeing the benefits of that in really increasingly strong free cash flow. So thank you very much for your interest in Broadridge. We look forward to reporting the results of another strong and consistent year to you when we meet in August. Thank you.

[Operator]

[Operator Closing Remarks]