Edmund Reese
Chief Financial Officer at Broadridge Financial Solutions
Thank you, Tim, and good morning, everyone. I'm really pleased to be here to discuss the results for the second quarter. But before moving into the detailed review, it's important to highlight with the first-half signals for the seasonally larger second-half and full-year fiscal '24. First, we continue to execute the Broadridge financial model, and the second quarter results have us right on-track to deliver another strong year of recurring revenue growth, margin expansion and adjusted EPS growth, right in-line with our guidance.
Second, strong free cash flow of positive $91 million through two quarters highlights the capital-light nature of our business and increases our confidence in our 100% free cash flow conversion objective in fiscal '24. Third, the combination of strong free cash flow and modest M&A in fiscal '24 means that we expect higher capital return to shareholders through increased share repurchases in the second-half of fiscal '24. And finally, the demand for our products is strong. First-half sales were up 12% over last year and our pipeline and current client discussions reinforce our conviction that we will meet our full-year objectives. Additionally, our equity position testing shows mid-single-digit growth for the full-year. So, we continue to be encouraged by expanding investor participation in the financial markets, serving as a long-term tailwind for our business.
These four items are the meaningful and significant signals from our results and the performance through the first-half.
So, now, turning to the financial summary on Slide 6, you see the performance for the second quarter. Recurring revenues rose to $899 million, up 6% on a constant-currency basis, all organic. Adjusted operating income increased 1% as we modestly increased growth investments, given above trend event-driven revenue. AOI margin declined 100 basis points to 12.4%. Adjusted EPS was up 1% to $0.92. And finally, we delivered closed sales of $58 million in the quarter, bringing our first-half total to $106 million, up 12% over the first-half of fiscal '23.
Let's get into the details of these results, starting with recurring revenue on Slide 7. Recurring revenue was within our full-year guidance range and grew 6% to $899 million in Q2 '24. Our recurring revenue growth was driven by a combination of converting our backlog to revenue, fund position growth in ICS, and double-digit trade volume growth in GTO.
And on Slide 8, we can see recurring revenue growth across our ICS and GTO segments. ICS recurring revenue grew 6% to $493 million, driven by new sales, position growth and float income. Regulatory revenue grew 8%, led by healthy fund in equity position growth and revenue from new sales. Data-driven fund solutions revenue increased by 9%, due to higher float revenue in our retirement and workplace products as well as growth in our data and analytics products. Issuer revenue was up 15%, driven by higher float income in our registered shareholder solutions and revenue from strong sales of our disclosure solutions. Customer communications revenue was flat, as strong growth in higher-margin digital business was offset by a decline in lower-margin print revenues. We expect print volumes to increase in the second-half of fiscal '24, as we onboard new clients.
And I will again pause here to note that customer communications continues to execute on its print to digital strategy, replacing declining print volumes with higher-margin digital revenues. Over the long-term, we expect the combination to result in low-single-digit top-line growth, with expanding margins and continued low-double-digit earnings growth.
Turning to GTO, recurring revenue grew 8% to $405 million. Capital markets revenue increased 10%, led by new sales and equity and fixed-income trading volume growth. I'll also note that continued strong performance in our front-office BTCS solutions, which again had double-digit recurring revenue growth. Wealth and investment management revenue grew 4%, as revenue from the UBS contract was partially offset by the successful transition of E-Trade to the Morgan Stanley platform, which occurred late in the fiscal first quarter. Looking ahead, we continue to have high confidence in both businesses and full-year GTO growth, being in-line with our 5% to 8% organic growth objective, with second-half growth in both capital markets and wealth more weighted to the third quarter, driven by the timing of license revenues relative to last year.
Turning to Slide 9 for a discussion of volume trends. Position growth for both equity and funds remained at healthy levels in the second quarter. The long-term trends that we highlighted at Investor Day, more investor participation in financial markets and more positions per investor underpin that growth. Equity position growth was 6%, driven primarily by double-digit managed account growth and more modest growth in self-directed accounts. As we approach the spring proxy season, which typically generates over 80% of our equity communications, our testing is now extending into the second-half of the year, giving us insight on the full-year relative to our mid- to high-single-digit range. Equity position testing shows mid-single-digit growth for the second-half of the year. As a result, we now expect mid-single-digit position growth for the full-year fiscal '24, keeping us on-track to deliver our guidance of 6% to 9% recurring revenue growth. Mutual fund and ETF position growth improved from Q1 '23 to 5%, again, driven by passive funds. We expect to see continued mid-single-digit growth for the second-half of the year.
And turning now to trade volumes on the bottom of the slide. Trade volumes rose 12% on the blended basis with strong growth in fixed income trading volumes, which benefited our capital markets revenue.
And let's now move to Slide 10 for the recurring revenue growth drivers. Recurring revenue growth of 6% constant-currency was all organic and in-line with our 5% to 8% three-year organic growth objective. As I mentioned during Investor Day, we have a decade-long history of delivering 6 points or better of revenue from closed sales each year. And Q2 '24 had 8 points of contribution, with 6 points in ICS and 10 points in GTO, including a boost from wealth management. With continued high retention from existing customers, revenue from net new business contributed 4 points of growth. Internal growth contributed 2 points to recurring revenue growth, including 1-point from position growth. Foreign exchange had a 0.5 point benefit on recurring revenue growth.
So, I'll wrap-up the revenue discussion with a view of total revenue on Slide 11. Total revenues grew 9% in Q2 to $1.4 billion, with recurring revenue being the largest contributor, powering 4 points of growth. Low to no margin distribution revenues contributed 3 points to total revenue growth. Distribution revenue grew 9%, primarily due to the postal rate increases, which are a headwind to our adjusted operating income margin. We continue to expect distribution revenue to grow in the high-single- to low-double-digit range, driven by further postal rate increases. Event-driven revenue was $55 million and added 1-point to growth. As anticipated, we saw more normalized levels of mutual fund proxy activity compared to lower levels in Q2 '23, driving a 47% increase in event-driven revenue over last year.
I will also note that while contest activity is immaterial through the first-half of the year, we expect the combination of increased mutual fund proxy activity and higher contest activity will now have us trending modestly above our historical $230 million to $250 million level for the full-year. As I mentioned earlier, we have the flexibility to ramp-up or ramp-down investments based on performance and we modestly increased growth investments in Q2 based on the above trend event-driven revenue. We're well-positioned to stay committed to investing in long-term growth, while still delivering our short-term fiscal '24 adjusted EPS guidance.
Turning now to margins on Slide 12. Adjusted operating income margin was down 100 basis points from prior year to 12.4%. Adjusted operating income margin continued to benefit from the operating leverage on our higher recurring in event revenue and the benefit from the Q4 '23 restructuring initiative to realign some of our businesses and streamline our management structure. The net impact of higher distribution revenue and higher float income, which have an immaterial impact on earnings growth as I detailed at Investor Day, contributed a positive impact of 45 basis points in the quarter. Those benefits were offset by the timing of other expense items and the impact of our growth investments, as our outlook on the full-year gave us the confidence to invest in product enhancements and our digital technology platforms.
Looking ahead, we continue to expect adjusted operating income margin to increase year-over-year to approximately 20%. And I'll remind you that we remain focused on disciplined expense management and creating investment capacity. So, we continue to expect to complete the restructuring initiative that began in Q4 '23 and have the remaining restructuring charge by the end of the fiscal year. This restructuring charge will be excluded from our calculation of adjusted operating income and adjusted EPS.
Let's move ahead to closed sales on Slide 13. Closed sales were $58 million in the quarter, bringing the first-half total to $106 million, up 12% from the first-half of 2023. I was also pleased to see a strong start to the second-half, with continued sales growth in January. More importantly, the pipeline momentum that Tim mentioned gives us increased confidence in meeting our full-year objectives.
And I'll turn now the free cash flow on Slide 14. Q2 '24 free cash flow was $168 million, $64 million better than last year. For the first-half, free cash flow is a positive $91 million, relative to the negative $115 million in the first-half of 2023. These results are being driven by our continued strong earnings growth and lower client platform spend. Free cash flow conversion, calculated as trailing 12-month free cash flow over adjusted net earnings, was 110% in Q2 '24, up from 51% last year. This is consistent with our expectations and has us on-track for free cash flow conversion of 100% for fiscal year '24.
On Slide 15, you can see that we remain committed to a balanced capital allocation policy. For the first-half of the year, we invested $66 million on our technology platforms in converting clients to our platforms. Additionally, through the first six months, before option proceeds, we returned $330 million in capital to shareholders through dividend and share repurchases. Given our expectations for 100% free cash flow conversion, we are positioned to return additional capital to shareholders. Based on our current outlook for limited M&A in fiscal 2024, we estimate $350 million to $450 million in total share repurchases, which includes an additional $200 million to $300 million in the second-half.
So, moving to guidance on Slide 16, along with some concluding thoughts. We are successfully executing the Broadridge financial model in fiscal '24, and therefore, reaffirming our full-year guidance on all of our key financial metrics. We continue to expect 6% to 9% recurring revenue growth constant-currency, adjusted operating income margin of approximately 20%, adjusted EPS growth of 8% to 12% and closed sales of between $280 million to $320 million. And I'll note that embedded in that full-year guidance is high-single-digit year-over-year adjusted EPS growth for both Q3 and Q4.
In addition to the guidance for fiscal '24, it's important that I highlight our high free cash flow business model. We are investing for the long-term, beyond 2024. And after six months in our fiscal year of strong free cash flow conversion, we are confident in our ability to consistently generate 100% free cash flow conversion. That free cash flow conversion, combined with our current outlook for limited M&A in the next two quarters, positions our capital return through dividends and share repurchases to reach a total of $700 million to $800 million in fiscal 2024. And finally, the drivers of growth. Both strong demand and investor participation, combined with the investments that I mentioned earlier, give us confidence in meeting our 2024 to 2026 objectives and driving sustainable long-term growth.
So, with that, let's take your questions. Operator?