[X]
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
|
|
SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended June 30, 2013
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||
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OR
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[ ]
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
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|
SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 1-5397
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Large accelerated filer [
x
]
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Accelerated filer [ ]
|
Non-accelerated filer [ ]
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Smaller reporting company [ ]
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Portions of the Registrant's Proxy Statement for its 2013 Annual Meeting of Stockholders.
|
Part III
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Page
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Part I
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Item 1.
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Business
|
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Part II
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Item 5.
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Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risks
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Item 8.
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Financial Statement and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants and Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance Executive Officers
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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Part IV.
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Item 15.
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Exhibits, Financial Statement Schedules
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Signatures
|
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•
|
grow our integrated suite of cloud-based HCM, benefits, and payroll solutions to serve the U.S. market;
|
•
|
invest to grow and scale our HR Business Process Outsourcing (BPO) solutions by leveraging our platforms and processes;
|
•
|
leverage our global presence to offer clients HCM, benefits, and payroll solutions where they do business; and
|
•
|
grow and deepen our solutions offering to ensure our key adjacencies are market leaders.
|
•
|
Payroll Services
|
•
|
Benefits Administration Services
|
•
|
Talent Management Solutions
|
•
|
Human Resources Management Solutions
|
•
|
Time and Attendance Management Solutions
|
•
|
Insurance Services
|
•
|
Retirement Services
|
•
|
Compliance and Payment Solutions
|
•
|
RUN Powered by ADP® combines a software platform for managing small business payroll, as well as basic human resources and tax compliance administration, with service and support from our team of small business experts. RUN Powered by ADP also integrates with other available ADP services, such as time and attendance tracking, workers compensation insurance premium payment plans, and certain retirement plans.
|
•
|
ADP Resource® is a comprehensive human resources management outsourcing solution for small businesses that offers payroll and tax administration, recruitment and selection, employee assistance, employee training programs, and risk management and safety programs. ADP Resource also integrates with other available ADP services, such as 401(k) plan administration services and workers compensation insurance premium payment plans.
|
•
|
ADP Workforce Now® is an HCM solution for mid-sized businesses that offers a range of services depending on the client's needs, from payroll to all-in-one human capital management including human resources management, benefits administration, time and attendance services, and talent management solutions. ADP Workforce Now
|
•
|
ADP Vantage HCM® is a solution for large organizations, offering a comprehensive set of human capital management capabilities within a single solution that unifies the five major areas of HCM: human resources management, benefits administration, payroll, time and attendance management, and talent management.
|
•
|
GlobalView® and ADP Streamline® offer HCM solutions to multinational companies. Built on the SAP® ERP HCM and the SAP NetWeaver® platform, GlobalView standardizes large multinational clients' HCM strategy across geographical regions, including multi-country payroll and human resources management, talent management, and time and attendance management. ADP Streamline® offers global payroll processing and human resources management services to businesses with small and mid-sized operations in multiple countries.
|
•
|
employee recruitment and selection
|
•
|
payroll and tax administration
|
•
|
time and attendance management
|
•
|
benefits administration
|
•
|
employee training and development
|
•
|
online HR management tools
|
•
|
employee leave administration
|
•
|
group health, dental and vision coverage
|
•
|
a 401(k) retirement savings plan
|
•
|
health savings accounts
|
•
|
flexible spending accounts
|
•
|
group term life and disability coverage
|
•
|
an employee assistance program
|
•
|
a workers' compensation program
|
•
|
unemployment claims management
|
•
|
safety compliance guidance and access to safety training
|
•
|
access to employment practices liability insurance
|
•
|
guidance on compliance with federal, state and local employment laws and regulations
|
|
Price Per Share
|
|
Dividends
|
||
|
High
|
|
Low
|
|
Per Share
|
Fiscal 2013 quarter ended:
|
|
|
|
|
|
|
|||||
June 30
|
$72.00
|
|
$63.30
|
|
$0.435
|
March 31
|
$65.12
|
|
$57.75
|
|
$0.435
|
December 31
|
$59.96
|
|
$54.02
|
|
$0.435
|
September 30
|
$59.50
|
|
$54.85
|
|
$0.395
|
|
|||||
Fiscal 2012 quarter ended:
|
|
|
|
|
|
|
|||||
June 30
|
$56.19
|
|
$50.89
|
|
$0.395
|
March 31
|
$57.10
|
|
$53.31
|
|
$0.395
|
December 31
|
$54.62
|
|
$45.85
|
|
$0.395
|
September 30
|
$55.02
|
|
$44.72
|
|
$0.360
|
Period
|
Total Number of Shares Purchased (1)
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of the Publicly Announced Common Stock Repurchase Plan (2)
|
Maximum Number of Shares that may yet be Purchased under the Common Stock Repurchase Plan (2)
|
April 1, 2013 to
April 30, 2013
|
240,833
|
$64.95
|
240,455
|
27,878,997
|
May 1, 2013 to
May 31, 2013
|
1,818,409
|
$69.95
|
1,787,600
|
26,091,397
|
June 1, 2013 to
June 30, 2013
|
1,559,198
|
$68.51
|
1,559,198
|
24,532,199
|
Total
|
3,618,440
|
|
3,587,253
|
|
(1)
|
|
Pursuant to the terms of the Company's restricted stock program, the Company purchased 378 shares during April 2013, and 30,809 shares during May 2013, at the then market value of the shares in connection with the exercise by employees of their option under such program to satisfy certain tax withholding requirements through the delivery of shares to the Company instead of cash.
|
|
||
(2)
|
|
The Company received the Board of Directors' approval to repurchase shares of the Company's common stock as follows:
|
Date of Approval
|
|
Shares
|
March 2001
|
|
50 million
|
November 2002
|
|
35 million
|
November 2005
|
|
50 million
|
August 2006
|
|
50 million
|
August 2008
|
|
50 million
|
June 2011
|
|
35 million
|
Insperity, Inc.
|
|
Paychex, Inc.
|
Computer Sciences Corporation
|
|
The Ultimate Software Group, Inc.
|
Global Payments Inc.
|
|
Total System Services, Inc.
|
Intuit Inc.
|
|
The Western Union Company
|
(Dollars and shares in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Years ended June 30,
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
11,310.1
|
|
|
$
|
10,616.0
|
|
|
$
|
9,833.0
|
|
|
$
|
8,881.6
|
|
|
$
|
8,797.8
|
|
Total costs of revenues
|
|
$
|
6,649.6
|
|
|
$
|
6,214.3
|
|
|
$
|
5,708.4
|
|
|
$
|
4,999.9
|
|
|
$
|
4,794.8
|
|
Gross profit
|
|
$
|
4,660.5
|
|
|
$
|
4,401.7
|
|
|
$
|
4,124.6
|
|
|
$
|
3,881.7
|
|
|
$
|
4,003.0
|
|
Earnings from continuing operations before income taxes
|
|
$
|
2,084.3
|
|
|
$
|
2,107.9
|
|
|
$
|
1,918.0
|
|
|
$
|
1,855.6
|
|
|
$
|
1,895.9
|
|
Adjusted earnings from continuing operations before income taxes (Note 1)
|
|
$
|
2,127.0
|
|
|
$
|
2,041.9
|
|
|
$
|
1,918.0
|
|
|
$
|
1,855.6
|
|
|
$
|
1,895.9
|
|
Net earnings from continuing operations
|
|
$
|
1,364.1
|
|
|
$
|
1,379.7
|
|
|
$
|
1,245.0
|
|
|
$
|
1,202.6
|
|
|
$
|
1,322.5
|
|
Adjusted net earnings from continuing operations (Note 1)
|
|
$
|
1,406.8
|
|
|
$
|
1,338.5
|
|
|
$
|
1,245.0
|
|
|
$
|
1,190.4
|
|
|
$
|
1,202.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share from continuing operations
|
|
$
|
2.83
|
|
|
$
|
2.83
|
|
|
$
|
2.52
|
|
|
$
|
2.40
|
|
|
$
|
2.63
|
|
Diluted earnings per share from continuing operations
|
|
$
|
2.80
|
|
|
$
|
2.80
|
|
|
$
|
2.50
|
|
|
$
|
2.39
|
|
|
$
|
2.61
|
|
Adjusted diluted earnings per share from continuing operations (Note 1)
|
|
$
|
2.89
|
|
|
$
|
2.72
|
|
|
$
|
2.50
|
|
|
$
|
2.36
|
|
|
$
|
2.38
|
|
Basic weighted average shares outstanding
|
|
482.7
|
|
|
487.3
|
|
|
493.5
|
|
|
500.5
|
|
|
503.2
|
|
|||||
Diluted weighted average shares outstanding
|
|
487.1
|
|
|
492.2
|
|
|
498.3
|
|
|
503.7
|
|
|
505.8
|
|
|||||
Cash dividends declared per share
|
|
$
|
1.70
|
|
|
$
|
1.55
|
|
|
$
|
1.42
|
|
|
$
|
1.35
|
|
|
$
|
1.28
|
|
Return on equity ("ROE") from continuing operations (Note 2)
|
|
22.2
|
%
|
|
22.8
|
%
|
|
21.7
|
%
|
|
22.3
|
%
|
|
25.4
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At year end:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities
|
|
$
|
2,041.1
|
|
|
$
|
1,665.4
|
|
|
$
|
1,523.7
|
|
|
$
|
1,775.5
|
|
|
$
|
2,388.5
|
|
Total assets
|
|
$
|
32,268.1
|
|
|
$
|
30,817.4
|
|
|
$
|
34,238.3
|
|
|
$
|
26,862.2
|
|
|
$
|
25,351.7
|
|
Obligations under reverse repurchase agreements and commercial paper borrowing
|
|
$
|
245.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
730.0
|
|
Long-term debt
|
|
$
|
14.7
|
|
|
$
|
16.8
|
|
|
$
|
34.2
|
|
|
$
|
39.8
|
|
|
$
|
42.7
|
|
Stockholders’ equity
|
|
$
|
6,189.9
|
|
|
$
|
6,114.0
|
|
|
$
|
6,010.4
|
|
|
$
|
5,478.9
|
|
|
$
|
5,322.6
|
|
(Dollars in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Years ended June 30,
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations
before income taxes
|
|
$
|
2,084.3
|
|
|
$
|
2,107.9
|
|
|
$
|
1,918.0
|
|
|
$
|
1,855.6
|
|
|
$
|
1,895.9
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill impairment
|
|
42.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of assets
|
|
—
|
|
|
(66.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted earnings from continuing operations before income taxes
|
|
$
|
2,127.0
|
|
|
$
|
2,041.9
|
|
|
$
|
1,918.0
|
|
|
$
|
1,855.6
|
|
|
$
|
1,895.9
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,364.1
|
|
|
$
|
1,379.7
|
|
|
$
|
1,245.0
|
|
|
$
|
1,202.6
|
|
|
$
|
1,322.5
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill impairment
|
|
42.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of assets
|
|
—
|
|
|
(41.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Favorable tax items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
|
(120.0
|
)
|
|||||
Adjusted net earnings from continuing operations
|
|
$
|
1,406.8
|
|
|
$
|
1,338.5
|
|
|
$
|
1,245.0
|
|
|
$
|
1,190.4
|
|
|
$
|
1,202.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share from continuing operations
|
|
$
|
2.80
|
|
|
$
|
2.80
|
|
|
$
|
2.50
|
|
|
$
|
2.39
|
|
|
$
|
2.61
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill impairment
|
|
0.09
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of assets
|
|
—
|
|
|
(0.08
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Favorable tax items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
(0.24
|
)
|
|||||
Adjusted diluted earnings per share from continuing operations
|
|
$
|
2.89
|
|
|
$
|
2.72
|
|
|
$
|
2.50
|
|
|
$
|
2.36
|
|
|
$
|
2.38
|
|
•
|
grow our integrated suite of cloud-based HCM, benefits, and payroll solutions to serve the U.S. market;
|
•
|
invest to grow and scale our HR Business Process Outsourcing solutions by leveraging our platforms and processes;
|
•
|
leverage our global presence to offer clients HCM, benefits, and payroll solutions where they do business; and
|
•
|
grow and deepen our solutions offering to ensure our key adjacencies are market leaders.
|
|
Years ended June 30,
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total revenues
|
$
|
11,310.1
|
|
|
$
|
10,616.0
|
|
|
$
|
9,833.0
|
|
|
$
|
694.1
|
|
|
$
|
783.0
|
|
|
7
|
%
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses
|
5,742.4
|
|
|
5,365.2
|
|
|
4,888.6
|
|
|
377.2
|
|
|
476.6
|
|
|
7
|
%
|
|
10
|
%
|
|||||
Systems development and
programming costs
|
654.3
|
|
|
592.7
|
|
|
570.0
|
|
|
61.6
|
|
|
22.7
|
|
|
10
|
%
|
|
4
|
%
|
|||||
Depreciation and amortization
|
252.9
|
|
|
256.4
|
|
|
249.8
|
|
|
(3.5
|
)
|
|
6.6
|
|
|
(1
|
)%
|
|
3
|
%
|
|||||
Total costs of revenues
|
6,649.6
|
|
|
6,214.3
|
|
|
5,708.4
|
|
|
435.3
|
|
|
505.9
|
|
|
7
|
%
|
|
9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, general and
administrative costs
|
2,620.6
|
|
|
2,456.9
|
|
|
2,314.6
|
|
|
163.7
|
|
|
142.3
|
|
|
7
|
%
|
|
6
|
%
|
|||||
Goodwill impairment
|
42.7
|
|
|
—
|
|
|
—
|
|
|
42.7
|
|
|
—
|
|
|
100
|
%
|
|
—
|
%
|
|||||
Interest expense
|
9.1
|
|
|
7.7
|
|
|
8.6
|
|
|
1.4
|
|
|
(0.9
|
)
|
|
18
|
%
|
|
(10
|
)%
|
|||||
Total expenses
|
9,322.0
|
|
|
8,678.9
|
|
|
8,031.6
|
|
|
643.1
|
|
|
647.3
|
|
|
7
|
%
|
|
8
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income, net
|
(96.2
|
)
|
|
(170.8
|
)
|
|
(116.6
|
)
|
|
(74.6
|
)
|
|
54.2
|
|
|
(44
|
)%
|
|
46
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing
operations before income taxes
|
$
|
2,084.3
|
|
|
$
|
2,107.9
|
|
|
$
|
1,918.0
|
|
|
$
|
(23.6
|
)
|
|
$
|
189.9
|
|
|
(1
|
)%
|
|
10
|
%
|
Margin
|
18.4
|
%
|
|
19.9
|
%
|
|
19.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for income taxes
|
$
|
720.2
|
|
|
$
|
728.2
|
|
|
$
|
673.0
|
|
|
$
|
(8.0
|
)
|
|
$
|
55.2
|
|
|
(1
|
)%
|
|
8
|
%
|
Effective tax rate
|
34.6
|
%
|
|
34.5
|
%
|
|
35.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings from continuing
operations
|
$
|
1,364.1
|
|
|
$
|
1,379.7
|
|
|
$
|
1,245.0
|
|
|
$
|
(15.6
|
)
|
|
$
|
134.7
|
|
|
(1
|
)%
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted earnings per share from
continuing operations
|
$
|
2.80
|
|
|
$
|
2.80
|
|
|
$
|
2.50
|
|
|
$
|
—
|
|
|
$
|
0.30
|
|
|
—
|
%
|
|
12
|
%
|
|
|
Years ended June 30,
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||
(Dollars in millions, except per share amounts)
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing operations
before income taxes
|
|
$
|
2,084.3
|
|
|
$
|
2,107.9
|
|
|
$
|
1,918.0
|
|
|
$
|
(23.6
|
)
|
|
$
|
189.9
|
|
|
(1
|
)%
|
|
10
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill impairment
|
|
42.7
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Gain on sale of assets
|
|
—
|
|
|
(66.0
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted earnings from continuing operations
before income taxes
|
|
$
|
2,127.0
|
|
|
$
|
2,041.9
|
|
|
$
|
1,918.0
|
|
|
$
|
85.1
|
|
|
$
|
123.9
|
|
|
4
|
%
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for income taxes
|
|
$
|
720.2
|
|
|
$
|
728.2
|
|
|
$
|
673.0
|
|
|
$
|
(8.0
|
)
|
|
$
|
55.2
|
|
|
(1
|
)%
|
|
8
|
%
|
Effective tax rate
|
|
34.6
|
%
|
|
34.5
|
%
|
|
35.1
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Gain on sale of assets
|
|
—
|
|
|
(24.8
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted provision for income taxes
|
|
$
|
720.2
|
|
|
$
|
703.4
|
|
|
$
|
673.0
|
|
|
$
|
16.8
|
|
|
$
|
30.4
|
|
|
2
|
%
|
|
5
|
%
|
Adjusted effective tax rate
|
|
33.9
|
%
|
|
34.4
|
%
|
|
35.1
|
%
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings from continuing operations
|
|
$
|
1,364.1
|
|
|
$
|
1,379.7
|
|
|
$
|
1,245.0
|
|
|
$
|
(15.6
|
)
|
|
$
|
134.7
|
|
|
(1
|
)%
|
|
11
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill impairment
|
|
42.7
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Gain on sale of assets
|
|
—
|
|
|
(41.2
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted net earnings from continuing operations
|
|
$
|
1,406.8
|
|
|
$
|
1,338.5
|
|
|
$
|
1,245.0
|
|
|
$
|
68.3
|
|
|
$
|
93.5
|
|
|
5
|
%
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted earnings per share from continuing operations
|
|
$
|
2.80
|
|
|
$
|
2.80
|
|
|
$
|
2.50
|
|
|
$
|
—
|
|
|
$
|
0.30
|
|
|
—
|
%
|
|
12
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill impairment
|
|
0.09
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Gain on sale of assets
|
|
—
|
|
|
(0.08
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted diluted earnings per share
from continuing operations
|
|
$
|
2.89
|
|
|
$
|
2.72
|
|
|
$
|
2.50
|
|
|
$
|
0.17
|
|
|
$
|
0.22
|
|
|
6
|
%
|
|
9
|
%
|
Years ended June 30,
|
|
|
|
|
|
|
||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
$ Change
|
||||||
|
|
|
|
|
|
|
||||||
Interest income on corporate funds
|
|
$
|
(64.5
|
)
|
|
$
|
(85.2
|
)
|
|
$
|
(20.7
|
)
|
Realized gains on available-for-sale securities
|
|
(32.1
|
)
|
|
(32.1
|
)
|
|
—
|
|
|||
Realized losses on available-for-sale securities
|
|
3.5
|
|
|
7.7
|
|
|
4.2
|
|
|||
Impairment losses on available-for-sale securities
|
|
—
|
|
|
5.8
|
|
|
5.8
|
|
|||
Impairment losses on assets held for sale
|
|
—
|
|
|
2.2
|
|
|
2.2
|
|
|||
Gains on sales of buildings
|
|
(2.2
|
)
|
|
—
|
|
|
2.2
|
|
|||
Gain on sale of assets
|
|
—
|
|
|
(66.0
|
)
|
|
(66.0
|
)
|
|||
Other, net
|
|
(0.9
|
)
|
|
(3.2
|
)
|
|
(2.3
|
)
|
|||
Other income, net
|
|
$
|
(96.2
|
)
|
|
$
|
(170.8
|
)
|
|
$
|
(74.6
|
)
|
|
|
|
|
|
|
Years ended June 30,
|
|
|
|
|
|
|
||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
|
$ Change
|
||||||
|
|
|
|
|
|
|
||||||
Interest income on corporate funds
|
|
$
|
(85.2
|
)
|
|
$
|
(88.8
|
)
|
|
$
|
(3.6
|
)
|
Realized gains on available-for-sale securities
|
|
(32.1
|
)
|
|
(38.0
|
)
|
|
(5.9
|
)
|
|||
Realized losses on available-for-sale securities
|
|
7.7
|
|
|
3.6
|
|
|
(4.1
|
)
|
|||
Impairment losses on available-for-sale securities
|
|
5.8
|
|
|
—
|
|
|
(5.8
|
)
|
|||
Impairment losses on assets held for sale
|
|
2.2
|
|
|
11.7
|
|
|
9.5
|
|
|||
Gains on sales of buildings
|
|
—
|
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|||
Gain on sale of assets
|
|
(66.0
|
)
|
|
—
|
|
|
66.0
|
|
|||
Other, net
|
|
(3.2
|
)
|
|
(3.3
|
)
|
|
(0.1
|
)
|
|||
Other income, net
|
|
$
|
(170.8
|
)
|
|
$
|
(116.6
|
)
|
|
$
|
54.2
|
|
|
|
Years ended June 30,
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Employer Services
|
|
$
|
7,914.0
|
|
|
$
|
7,388.5
|
|
|
$
|
6,878.3
|
|
|
$
|
525.5
|
|
|
$
|
510.2
|
|
|
7
|
%
|
|
7
|
%
|
PEO Services
|
|
1,973.2
|
|
|
1,771.4
|
|
|
1,543.9
|
|
|
201.8
|
|
|
227.5
|
|
|
11
|
%
|
|
15
|
%
|
|||||
Dealer Services
|
|
1,813.7
|
|
|
1,661.3
|
|
|
1,513.5
|
|
|
152.4
|
|
|
147.8
|
|
|
9
|
%
|
|
10
|
%
|
|||||
Other
|
|
1.7
|
|
|
5.5
|
|
|
12.9
|
|
|
|
|
|
|
|
|
|
|||||||||
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange
|
|
39.9
|
|
|
96.4
|
|
|
97.2
|
|
|
|
|
|
|
|
|
|
|||||||||
Client fund interest
|
|
(432.4
|
)
|
|
(307.1
|
)
|
|
(212.8
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
|
$
|
11,310.1
|
|
|
$
|
10,616.0
|
|
|
$
|
9,833.0
|
|
|
$
|
694.1
|
|
|
$
|
783.0
|
|
|
7
|
%
|
|
8
|
%
|
|
|
Years ended June 30,
|
|
$ Change
|
||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
1,577.2
|
|
|
$
|
1,910.2
|
|
|
$
|
1,705.8
|
|
|
$
|
(333.0
|
)
|
|
$
|
204.4
|
|
Investing activities
|
|
(1,578.4
|
)
|
|
3,243.6
|
|
|
(7,340.6
|
)
|
|
(4,822.0
|
)
|
|
10,584.2
|
|
|||||
Financing activities
|
|
151.0
|
|
|
(4,953.9
|
)
|
|
5,339.2
|
|
|
5,104.9
|
|
|
(10,293.1
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
1.2
|
|
|
(41.2
|
)
|
|
41.7
|
|
|
42.4
|
|
|
(82.9
|
)
|
|||||
Net change in cash and cash equivalents
|
|
$
|
151.0
|
|
|
$
|
158.7
|
|
|
$
|
(253.9
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
412.6
|
|
(In millions)
|
|
Payments due by period
|
||||||||||||||||||||||
Contractual Obligations
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
|
Unknown
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt Obligations (1)
|
|
$
|
2.2
|
|
|
$
|
4.8
|
|
|
$
|
9.5
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
17.5
|
|
Operating Lease and Software
License Obligations (2)
|
|
$
|
177.4
|
|
|
$
|
222.7
|
|
|
$
|
81.3
|
|
|
$
|
28.8
|
|
|
$
|
—
|
|
|
$
|
510.2
|
|
Purchase Obligations (3)
|
|
$
|
349.1
|
|
|
$
|
260.0
|
|
|
$
|
110.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
720.0
|
|
Obligations related to Unrecognized
Tax Benefits (4)
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67.7
|
|
|
$
|
70.7
|
|
Other long-term liabilities reflected
on our Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation and Benefits (5)
|
|
$
|
9.2
|
|
|
$
|
176.0
|
|
|
$
|
92.7
|
|
|
$
|
276.6
|
|
|
$
|
21.1
|
|
|
$
|
575.6
|
|
Acquisition-related obligations (6)
|
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
Total
|
|
$
|
552.0
|
|
|
$
|
663.5
|
|
|
$
|
294.4
|
|
|
$
|
306.4
|
|
|
$
|
88.8
|
|
|
$
|
1,905.1
|
|
(1)
|
These amounts represent the principal repayments of our debt and
are included on our Consolidated Balance Sheets. The estimated interest payments due by the corresponding period above are $0.6 million, $0.9 million, $0.3 million, and $0.0 million, respectively, which have been excluded.
|
(2)
|
Included in these amounts are various facilities and equipment leases and software license agreements. We enter into operating leases in the normal course of business relating to facilities and equipment, as well as the licensing of software. The majority of our lease agreements have fixed payment terms based on the passage of time. Certain facility and equipment leases require payment of maintenance and real estate taxes and contain escalation provisions based on future adjustments in price indices. Our future operating lease obligations could change if we exit certain contracts or if we enter into additional operating lease agreements.
|
(3)
|
Purchase obligations are comprised of a $142.4 million reinsurance premium with ACE American Insurance Company for the fiscal 2014 policy year, as well as obligations related to purchase and maintenance agreements on our software, equipment, and other assets.
|
(4)
|
We made the determination that net cash payments expected to be paid within the next 12 months, related to unrecognized tax benefits of $70.7 million at June 30, 2013, are expected to be up to $3 million. We are unable to make reasonably reliable estimates as to the period beyond the next 12 months in which cash payments related to unrecognized tax benefits are expected to be paid.
|
(5)
|
Compensation and benefits primarily relates to amounts associated with our employee benefit plans and other compensation arrangements. These amounts exclude the estimated contributions to our defined benefit plans, which are expected to be $83.7 million in fiscal 2014.
|
(6)
|
Acquisition-related obligations relate to deferred purchase consideration payments at future dates. A liability is established at the time of the acquisition for these fixed payments.
|
As of June 30:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||
Net unrealized pre-tax gains on
available-for-sale securities
|
|
$
|
287.4
|
|
|
$
|
710.5
|
|
|
$
|
570.9
|
|
|
|
|
|
|
|
|
||||||
Total available-for-sale securities at fair value
|
|
$
|
18,838.7
|
|
|
$
|
18,093.4
|
|
|
$
|
16,927.5
|
|
/s/ Deloitte & Touche LLP
|
Years ended June 30,
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Revenues, other than interest on funds held
for clients and PEO revenues
|
|
$
|
8,928.5
|
|
|
$
|
8,362.5
|
|
|
$
|
7,759.0
|
|
Interest on funds held for clients
|
|
420.9
|
|
|
493.3
|
|
|
540.1
|
|
|||
PEO revenues (A)
|
|
1,960.7
|
|
|
1,760.2
|
|
|
1,533.9
|
|
|||
TOTAL REVENUES
|
|
11,310.1
|
|
|
10,616.0
|
|
|
9,833.0
|
|
|||
|
|
|
|
|
|
|
||||||
EXPENSES:
|
|
|
|
|
|
|
|
|
||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
||||
Operating expenses
|
|
5,742.4
|
|
|
5,365.2
|
|
|
4,888.6
|
|
|||
Systems development and programming costs
|
|
654.3
|
|
|
592.7
|
|
|
570.0
|
|
|||
Depreciation and amortization
|
|
252.9
|
|
|
256.4
|
|
|
249.8
|
|
|||
TOTAL COSTS OF REVENUES
|
|
6,649.6
|
|
|
6,214.3
|
|
|
5,708.4
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general, and administrative expenses
|
|
2,620.6
|
|
|
2,456.9
|
|
|
2,314.6
|
|
|||
Goodwill impairment
|
|
42.7
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
9.1
|
|
|
7.7
|
|
|
8.6
|
|
|||
TOTAL EXPENSES
|
|
9,322.0
|
|
|
8,678.9
|
|
|
8,031.6
|
|
|||
|
|
|
|
|
|
|
||||||
Other income, net
|
|
(96.2
|
)
|
|
(170.8
|
)
|
|
(116.6
|
)
|
|||
|
|
|
|
|
|
|
||||||
EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES
|
|
2,084.3
|
|
|
2,107.9
|
|
|
1,918.0
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
720.2
|
|
|
728.2
|
|
|
673.0
|
|
|||
NET EARNINGS FROM CONTINUING OPERATIONS
|
|
$
|
1,364.1
|
|
|
$
|
1,379.7
|
|
|
$
|
1,245.0
|
|
|
|
|
|
|
|
|
||||||
EARNINGS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES
|
|
66.8
|
|
|
14.2
|
|
|
14.7
|
|
|||
Provision for income taxes
|
|
25.1
|
|
|
5.4
|
|
|
5.5
|
|
|||
NET EARNINGS FROM DISCONTINUED OPERATIONS
|
|
$
|
41.7
|
|
|
$
|
8.8
|
|
|
$
|
9.2
|
|
|
|
|
|
|
|
|
||||||
NET EARNINGS
|
|
$
|
1,405.8
|
|
|
$
|
1,388.5
|
|
|
$
|
1,254.2
|
|
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share from Continuing Operations
|
|
$
|
2.83
|
|
|
$
|
2.83
|
|
|
$
|
2.52
|
|
Basic Earnings Per Share from Discontinued Operations
|
|
0.09
|
|
|
0.02
|
|
|
0.02
|
|
|||
BASIC EARNINGS PER SHARE
|
|
$
|
2.91
|
|
|
$
|
2.85
|
|
|
$
|
2.54
|
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share from Continuing Operations
|
|
$
|
2.80
|
|
|
$
|
2.80
|
|
|
$
|
2.50
|
|
Diluted Earnings Per Share from Discontinued Operations
|
|
0.09
|
|
|
0.02
|
|
|
0.02
|
|
|||
DILUTED EARNINGS PER SHARE
|
|
$
|
2.89
|
|
|
$
|
2.82
|
|
|
$
|
2.52
|
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
|
482.7
|
|
|
487.3
|
|
|
493.5
|
|
|||
Diluted weighted average shares outstanding
|
|
487.1
|
|
|
492.2
|
|
|
498.3
|
|
Years ended June 30,
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,405.8
|
|
|
$
|
1,388.5
|
|
|
$
|
1,254.2
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Currency translation adjustments
|
|
(2.4
|
)
|
|
(141.1
|
)
|
|
166.7
|
|
|||
|
|
|
|
|
|
|
||||||
Unrealized net (losses)/gains on available-for-sale securities
|
|
(394.6
|
)
|
|
158.1
|
|
|
(104.6
|
)
|
|||
Tax effect
|
|
138.5
|
|
|
(54.4
|
)
|
|
38.8
|
|
|||
Reclassification of net (gains) on available-for-sale securities to net earnings
|
|
(28.6
|
)
|
|
(18.6
|
)
|
|
(35.3
|
)
|
|||
Tax effect
|
|
10.1
|
|
|
6.4
|
|
|
13.1
|
|
|||
|
|
|
|
|
|
|
||||||
Pension net gains/(losses) arising during the period
|
|
68.2
|
|
|
(149.7
|
)
|
|
108.6
|
|
|||
Tax effect
|
|
(25.7
|
)
|
|
52.3
|
|
|
(42.4
|
)
|
|||
Reclassification of pension liability adjustment to net earnings
|
|
31.7
|
|
|
15.5
|
|
|
20.8
|
|
|||
Tax effect
|
|
(12.0
|
)
|
|
(5.4
|
)
|
|
(8.1
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive (loss)/income, net of tax
|
|
(214.8
|
)
|
|
(136.9
|
)
|
|
157.6
|
|
|||
Comprehensive income
|
|
$
|
1,191.0
|
|
|
$
|
1,251.6
|
|
|
$
|
1,411.8
|
|
June 30,
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents (A)
|
|
$
|
1,699.1
|
|
|
$
|
1,548.1
|
|
Short-term marketable securities
|
|
28.0
|
|
|
30.4
|
|
||
Accounts receivable, net
|
|
1,598.3
|
|
|
1,391.7
|
|
||
Other current assets
|
|
646.8
|
|
|
631.6
|
|
||
Assets held for sale
|
|
—
|
|
|
6.7
|
|
||
Assets of discontinued operations
|
|
—
|
|
|
125.0
|
|
||
Total current assets before funds held for clients
|
|
3,972.2
|
|
|
3,733.5
|
|
||
Funds held for clients
|
|
22,228.8
|
|
|
21,539.1
|
|
||
Total current assets
|
|
26,201.0
|
|
|
25,272.6
|
|
||
Long-term marketable securities (A)
|
|
314.0
|
|
|
86.9
|
|
||
Long-term receivables, net
|
|
138.7
|
|
|
129.8
|
|
||
Property, plant and equipment, net
|
|
728.7
|
|
|
706.3
|
|
||
Other assets
|
|
1,189.9
|
|
|
871.5
|
|
||
Goodwill
|
|
3,052.6
|
|
|
3,062.0
|
|
||
Intangible assets, net
|
|
643.2
|
|
|
688.3
|
|
||
Total assets
|
|
$
|
32,268.1
|
|
|
$
|
30,817.4
|
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
157.3
|
|
|
$
|
167.4
|
|
Accrued expenses and other current liabilities
|
|
1,178.6
|
|
|
1,062.5
|
|
||
Accrued payroll and payroll-related expenses
|
|
632.1
|
|
|
597.0
|
|
||
Dividends payable
|
|
206.7
|
|
|
188.4
|
|
||
Short-term deferred revenues
|
|
316.4
|
|
|
312.9
|
|
||
Obligations under reverse repurchase agreements
|
|
245.9
|
|
|
—
|
|
||
Income taxes payable
|
|
39.5
|
|
|
39.3
|
|
||
Liabilities of discontinued operations
|
|
—
|
|
|
29.0
|
|
||
Total current liabilities before client funds obligations
|
|
2,776.5
|
|
|
2,396.5
|
|
||
Client funds obligations
|
|
21,956.3
|
|
|
20,856.2
|
|
||
Total current liabilities
|
|
24,732.8
|
|
|
23,252.7
|
|
||
Long-term debt
|
|
14.7
|
|
|
16.8
|
|
||
Other liabilities
|
|
603.1
|
|
|
585.9
|
|
||
Deferred income taxes
|
|
234.4
|
|
|
381.5
|
|
||
Long-term deferred revenues
|
|
493.2
|
|
|
466.5
|
|
||
Total liabilities
|
|
26,078.2
|
|
|
24,703.4
|
|
||
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
|
||
Preferred stock, $1.00 par value:
Authorized, 0.3 shares; issued, none
|
|
—
|
|
|
—
|
|
||
Common stock, $0.10 par value:Authorized, 1,000.0 shares; issued 638.7 shares at June 30, 2013
and 2012; outstanding, 482.6 and 484.2 shares at June 30, 2013 and June 30, 2012, respectively
|
|
63.9
|
|
|
63.9
|
|
||
Capital in excess of par value
|
|
456.9
|
|
|
486.4
|
|
||
Retained earnings
|
|
13,020.3
|
|
|
12,438.3
|
|
||
Treasury stock - at cost: 156.1 and 154.5 shares
at June 30, 2013 and June 30, 2012, respectively
|
|
(7,366.6
|
)
|
|
(7,104.8
|
)
|
||
Accumulated other comprehensive income
|
|
15.4
|
|
|
230.2
|
|
||
Total stockholders’ equity
|
|
6,189.9
|
|
|
6,114.0
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
32,268.1
|
|
|
$
|
30,817.4
|
|
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2010
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
493.0
|
|
|
$
|
11,252.0
|
|
|
$
|
(6,539.5
|
)
|
|
$
|
209.5
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,254.2
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157.6
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
76.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuances relating to stock
compensation plans
|
|
—
|
|
|
—
|
|
|
(78.0
|
)
|
|
—
|
|
|
558.3
|
|
|
—
|
|
|||||
Tax benefits from stock compensation plans
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Treasury stock acquired (14.2 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(732.8
|
)
|
|
—
|
|
|||||
Dividends ($1.42 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(702.3
|
)
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2011
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
489.5
|
|
|
$
|
11,803.9
|
|
|
$
|
(6,714.0
|
)
|
|
$
|
367.1
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,388.5
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(136.9
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
78.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuances relating to stock
compensation plans
|
|
—
|
|
|
—
|
|
|
(106.0
|
)
|
|
—
|
|
|
356.5
|
|
|
—
|
|
|||||
Tax benefits from stock compensation plans
|
|
—
|
|
|
—
|
|
|
24.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Treasury stock acquired (14.6 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(747.3
|
)
|
|
—
|
|
|||||
Dividends ($1.55 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(754.1
|
)
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2012
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
486.4
|
|
|
$
|
12,438.3
|
|
|
$
|
(7,104.8
|
)
|
|
$
|
230.2
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,405.8
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214.8
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
79.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuances relating to stock
compensation plans
|
|
—
|
|
|
—
|
|
|
(148.3
|
)
|
|
—
|
|
|
384.7
|
|
|
—
|
|
|||||
Tax benefits from stock compensation plans
|
|
—
|
|
|
—
|
|
|
39.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Treasury stock acquired (10.4 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(646.5
|
)
|
|
—
|
|
|||||
Dividends ($1.70 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(823.8
|
)
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2013
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
456.9
|
|
|
$
|
13,020.3
|
|
|
$
|
(7,366.6
|
)
|
|
$
|
15.4
|
|
Years ended June 30,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,405.8
|
|
|
$
|
1,388.5
|
|
|
$
|
1,254.2
|
|
Adjustments to reconcile net earnings to cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
317.0
|
|
|
319.7
|
|
|
314.6
|
|
|||
Deferred income taxes
|
|
24.6
|
|
|
35.9
|
|
|
105.3
|
|
|||
Stock-based compensation expense
|
|
96.4
|
|
|
94.1
|
|
|
90.3
|
|
|||
Net pension expense
|
|
43.7
|
|
|
36.7
|
|
|
40.5
|
|
|||
Net realized gain from the sales of marketable securities
|
|
(28.6
|
)
|
|
(24.4
|
)
|
|
(34.4
|
)
|
|||
Net amortization of premiums and accretion of discounts on available-for-sale securities
|
|
79.3
|
|
|
60.0
|
|
|
53.6
|
|
|||
Impairment losses on available-for-sale securities
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|||
Impairment losses on assets held for sale
|
|
—
|
|
|
2.2
|
|
|
11.7
|
|
|||
Goodwill impairment
|
|
42.7
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets
|
|
—
|
|
|
(66.0
|
)
|
|
—
|
|
|||
Gains on sales of buildings
|
|
(2.2
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||
Gain on sale of discontinued businesses, net of tax
|
|
(36.7
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
9.0
|
|
|
15.1
|
|
|
33.6
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions
|
|
|
|
|
|
|
|
|
||||
and divestitures of businesses:
|
|
|
|
|
|
|
|
|
||||
Increase in accounts receivable
|
|
(217.0
|
)
|
|
(38.5
|
)
|
|
(137.3
|
)
|
|||
Increase in other assets
|
|
(283.5
|
)
|
|
(71.7
|
)
|
|
(82.1
|
)
|
|||
(Decrease) increase in accounts payable
|
|
(10.6
|
)
|
|
11.0
|
|
|
(24.6
|
)
|
|||
Increase in accrued expenses and other liabilities
|
|
135.9
|
|
|
135.0
|
|
|
77.4
|
|
|||
Operating activities of discontinued operations
|
|
1.4
|
|
|
6.8
|
|
|
4.8
|
|
|||
Net cash flows provided by operating activities
|
|
1,577.2
|
|
|
1,910.2
|
|
|
1,705.8
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
||||
Purchases of corporate and client funds marketable securities
|
|
(4,902.6
|
)
|
|
(5,113.5
|
)
|
|
(4,770.9
|
)
|
|||
Proceeds from the sales and maturities of corporate and client funds marketable securities
|
|
3,638.6
|
|
|
3,962.2
|
|
|
3,305.1
|
|
|||
Net (increase) decrease in restricted cash and cash equivalents held to satisfy client funds obligations
|
|
(161.0
|
)
|
|
4,855.0
|
|
|
(4,837.1
|
)
|
|||
Capital expenditures
|
|
(174.6
|
)
|
|
(140.1
|
)
|
|
(181.9
|
)
|
|||
Additions to intangibles
|
|
(108.3
|
)
|
|
(109.5
|
)
|
|
(95.8
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
|
(42.0
|
)
|
|
(265.7
|
)
|
|
(776.0
|
)
|
|||
Proceeds from the sale of property, plant, and equipment and other assets
|
|
10.0
|
|
|
71.6
|
|
|
13.1
|
|
|||
Investing activities of discontinued operations
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of businesses included in discontinued operations
|
|
161.4
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
0.7
|
|
|
(16.4
|
)
|
|
2.9
|
|
|||
Net cash flows (used in) provided by investing activities
|
|
(1,578.4
|
)
|
|
3,243.6
|
|
|
(7,340.6
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
||||
Net increase (decrease) in client funds obligations
|
|
1,138.5
|
|
|
(3,726.6
|
)
|
|
6,290.9
|
|
|||
Payments of debt
|
|
(17.5
|
)
|
|
(2.0
|
)
|
|
(5.7
|
)
|
|||
Repurchases of common stock
|
|
(647.3
|
)
|
|
(741.3
|
)
|
|
(732.8
|
)
|
|||
Proceeds from stock purchase plan and exercises of stock options
|
|
235.3
|
|
|
250.0
|
|
|
478.2
|
|
|||
Dividends paid
|
|
(805.5
|
)
|
|
(739.7
|
)
|
|
(692.4
|
)
|
|||
Net proceeds from reverse repurchase agreements
|
|
245.9
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
1.6
|
|
|
5.7
|
|
|
1.0
|
|
|||
Net cash flows provided by (used in) financing activities
|
|
151.0
|
|
|
(4,953.9
|
)
|
|
5,339.2
|
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
1.2
|
|
|
(41.2
|
)
|
|
41.7
|
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
|
151.0
|
|
|
158.7
|
|
|
(253.9
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents of continuing operations, beginning of period
|
|
1,548.1
|
|
|
1,389.4
|
|
|
1,643.3
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents of continuing operations, end of period
|
|
$
|
1,699.1
|
|
|
$
|
1,548.1
|
|
|
$
|
1,389.4
|
|
Data processing equipment
|
2 to 5 years
|
Buildings
|
20 to 40 years
|
Furniture and fixtures
|
3 to 7 years
|
Years ended June 30,
|
|
Basic
|
|
Effect of Employee Stock Option Shares
|
|
Effect of
Employee
Restricted
Stock
Shares
|
|
Diluted
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,364.1
|
|
|
|
|
|
|
|
|
$
|
1,364.1
|
|
Weighted average shares (in millions)
|
|
482.7
|
|
|
3.3
|
|
|
1.1
|
|
|
487.1
|
|
||
EPS from continuing operations
|
|
$
|
2.83
|
|
|
|
|
|
|
|
|
$
|
2.80
|
|
|
|
|
|
|
|
|
|
|
||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,379.7
|
|
|
|
|
|
|
|
|
$
|
1,379.7
|
|
Weighted average shares (in millions)
|
|
487.3
|
|
|
3.8
|
|
|
1.1
|
|
|
492.2
|
|
||
EPS from continuing operations
|
|
$
|
2.83
|
|
|
|
|
|
|
|
|
$
|
2.80
|
|
|
|
|
|
|
|
|
|
|
||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,245.0
|
|
|
|
|
|
|
|
|
$
|
1,245.0
|
|
Weighted average shares (in millions)
|
|
493.5
|
|
|
3.8
|
|
|
1.0
|
|
|
498.3
|
|
||
EPS from continuing operations
|
|
$
|
2.52
|
|
|
|
|
|
|
|
|
$
|
2.50
|
|
Years ended June 30,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest income on corporate funds
|
|
$
|
(64.5
|
)
|
|
$
|
(85.2
|
)
|
|
$
|
(88.8
|
)
|
Realized gains on available-for-sale securities
|
|
(32.1
|
)
|
|
(32.1
|
)
|
|
(38.0
|
)
|
|||
Realized losses on available-for-sale securities
|
|
3.5
|
|
|
7.7
|
|
|
3.6
|
|
|||
Impairment losses on available-for-sale securities
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|||
Impairment losses on assets held for sale
|
|
—
|
|
|
2.2
|
|
|
11.7
|
|
|||
Gains on sales of buildings
|
|
(2.2
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||
Gain on sale of assets
|
|
—
|
|
|
(66.0
|
)
|
|
—
|
|
|||
Other, net
|
|
(0.9
|
)
|
|
(3.2
|
)
|
|
(3.3
|
)
|
|||
Other income, net
|
|
$
|
(96.2
|
)
|
|
$
|
(170.8
|
)
|
|
$
|
(116.6
|
)
|
Years ended June 30,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
|
$
|
23.7
|
|
|
$
|
49.2
|
|
|
$
|
46.5
|
|
|
|
|
|
|
|
|
||||||
Earnings from discontinued operations before income taxes
|
|
8.0
|
|
|
14.2
|
|
|
14.7
|
|
|||
Provision for income taxes
|
|
3.0
|
|
|
5.4
|
|
|
5.5
|
|
|||
Net earnings from discontinued operations before gain on disposal of
discontinued operations
|
|
5.0
|
|
|
8.8
|
|
|
9.2
|
|
|||
|
|
|
|
|
|
|
||||||
Gain on disposal of discontinued operations, less costs to sell
|
|
58.8
|
|
|
—
|
|
|
—
|
|
|||
Provision for income taxes
|
|
22.1
|
|
|
—
|
|
|
—
|
|
|||
Net gain on disposal of discontinued operations
|
|
36.7
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net earnings from discontinued operations
|
|
$
|
41.7
|
|
|
$
|
8.8
|
|
|
$
|
9.2
|
|
|
June 30, 2012
|
||
Assets:
|
|
||
Accounts receivable, net
|
$
|
7.6
|
|
Goodwill
|
93.3
|
|
|
Intangible assets, net
|
22.9
|
|
|
Other assets
|
1.2
|
|
|
|
|
||
Total assets
|
$
|
125.0
|
|
|
|
||
Liabilities:
|
|
||
Accounts payable
|
$
|
0.4
|
|
Accrued expenses and other current liabilities
|
0.1
|
|
|
Accrued payroll and payroll related expenses
|
2.3
|
|
|
Deferred revenues
|
22.7
|
|
|
Deferred income taxes
|
3.5
|
|
|
|
|
||
Total liabilities
|
$
|
29.0
|
|
|
June 30, 2013
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (A)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
||||||||
Money market securities and other cash equivalents
|
$
|
5,431.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,431.2
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
7,868.3
|
|
|
166.2
|
|
|
(56.7
|
)
|
|
7,977.8
|
|
||||
U.S. Treasury and direct obligations of
U.S. government agencies
|
5,983.7
|
|
|
152.6
|
|
|
(37.4
|
)
|
|
6,098.9
|
|
||||
Asset-backed securities
|
1,374.1
|
|
|
5.3
|
|
|
(19.7
|
)
|
|
1,359.7
|
|
||||
Canadian government obligations and
Canadian government agency obligations |
998.2
|
|
|
10.7
|
|
|
(4.5
|
)
|
|
1,004.4
|
|
||||
Canadian provincial bonds
|
695.7
|
|
|
20.7
|
|
|
(5.6
|
)
|
|
710.8
|
|
||||
Municipal bonds
|
536.9
|
|
|
16.7
|
|
|
(4.4
|
)
|
|
549.2
|
|
||||
Other securities
|
1,094.4
|
|
|
46.3
|
|
|
(2.8
|
)
|
|
1,137.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total available-for-sale securities
|
18,551.3
|
|
|
418.5
|
|
|
(131.1
|
)
|
|
18,838.7
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total corporate investments and funds held for clients
|
$
|
23,982.5
|
|
|
$
|
418.5
|
|
|
$
|
(131.1
|
)
|
|
$
|
24,269.9
|
|
|
June 30, 2012
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (B)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market securities and other cash equivalents
|
$
|
5,111.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,111.1
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
7,097.2
|
|
|
272.3
|
|
|
(1.5
|
)
|
|
7,368.0
|
|
||||
U.S. Treasury and direct obligations of
U.S. government agencies
|
6,413.8
|
|
|
260.9
|
|
|
(0.1
|
)
|
|
6,674.6
|
|
||||
Asset-backed securities
|
533.9
|
|
|
14.5
|
|
|
—
|
|
|
548.4
|
|
||||
Canadian government obligations and
Canadian government agency obligations |
994.2
|
|
|
23.4
|
|
|
(0.6
|
)
|
|
1,017.0
|
|
||||
Canadian provincial bonds
|
620.8
|
|
|
35.4
|
|
|
(0.3
|
)
|
|
655.9
|
|
||||
Municipal bonds
|
522.0
|
|
|
31.0
|
|
|
(0.1
|
)
|
|
552.9
|
|
||||
Other securities
|
1,201.0
|
|
|
75.7
|
|
|
(0.1
|
)
|
|
1,276.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total available-for-sale securities
|
17,382.9
|
|
|
713.2
|
|
|
(2.7
|
)
|
|
18,093.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total corporate investments and funds held for clients
|
$
|
22,494.0
|
|
|
$
|
713.2
|
|
|
$
|
(2.7
|
)
|
|
$
|
23,204.5
|
|
June 30,
|
|
2013
|
|
2012
|
||||
Corporate investments:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,699.1
|
|
|
$
|
1,548.1
|
|
Short-term marketable securities
|
|
28.0
|
|
|
30.4
|
|
||
Long-term marketable securities
|
|
314.0
|
|
|
86.9
|
|
||
Total corporate investments
|
|
$
|
2,041.1
|
|
|
$
|
1,665.4
|
|
June 30,
|
|
2013
|
|
2012
|
||||
Funds held for clients:
|
|
|
|
|
||||
Restricted cash and cash equivalents held to satisfy client funds obligations
|
|
$
|
3,732.1
|
|
|
$
|
3,563.0
|
|
Restricted short-term marketable securities held to satisfy client funds obligations
|
|
1,407.7
|
|
|
2,954.1
|
|
||
Restricted long-term marketable securities held to satisfy client funds obligations
|
|
17,089.0
|
|
|
15,022.0
|
|
||
Total funds held for clients
|
|
$
|
22,228.8
|
|
|
$
|
21,539.1
|
|
|
Unrealized
losses
less than
12 months
|
|
Fair market
value less than
12 months
|
|
Unrealized
losses
greater than
12 months
|
|
Fair market
value greater
than 12 months
|
|
Total gross
unrealized
losses
|
|
Total fair
market value
|
||||||||||||
Corporate bonds
|
$
|
(56.7
|
)
|
|
$
|
2,724.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(56.7
|
)
|
|
$
|
2,724.9
|
|
U.S. Treasury and direct obligations of
U.S. government agencies
|
(37.4
|
)
|
|
1,374.6
|
|
|
—
|
|
|
—
|
|
|
(37.4
|
)
|
|
1,374.6
|
|
||||||
Asset-backed securities
|
(19.7
|
)
|
|
1,060.1
|
|
|
—
|
|
|
—
|
|
|
(19.7
|
)
|
|
1,060.1
|
|
||||||
Canadian government obligations and
Canadian government agency obligations |
(4.5
|
)
|
|
444.7
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
444.7
|
|
||||||
Canadian provincial bonds
|
(5.6
|
)
|
|
239.7
|
|
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
239.7
|
|
||||||
Municipal bonds
|
(4.4
|
)
|
|
188.7
|
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
188.7
|
|
||||||
Other securities
|
(2.8
|
)
|
|
109.3
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
109.3
|
|
||||||
|
$
|
(131.1
|
)
|
|
$
|
6,142.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(131.1
|
)
|
|
$
|
6,142.0
|
|
|
Unrealized
losses
less than
12 months
|
|
Fair market
value less than
12 months
|
|
Unrealized
losses
greater than
12 months
|
|
Fair market
value greater
than 12 months
|
|
Total gross
unrealized
losses
|
|
Total fair
market value
|
||||||||||||
Corporate bonds
|
$
|
(1.1
|
)
|
|
$
|
234.8
|
|
|
$
|
(0.4
|
)
|
|
$
|
20.2
|
|
|
$
|
(1.5
|
)
|
|
$
|
255.0
|
|
U.S. Treasury and direct obligations of U.S. government agencies
|
(0.1
|
)
|
|
43.6
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
43.6
|
|
||||||
Asset-backed securities
|
—
|
|
|
13.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.6
|
|
||||||
Canadian government obligations and
Canadian government agency obligations |
(0.6
|
)
|
|
209.4
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
209.4
|
|
||||||
Canadian provincial bonds
|
(0.3
|
)
|
|
58.5
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
58.5
|
|
||||||
Municipal bonds
|
(0.1
|
)
|
|
22.8
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
22.8
|
|
||||||
Other securities
|
(0.1
|
)
|
|
26.3
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
26.3
|
|
||||||
|
$
|
(2.3
|
)
|
|
$
|
609.0
|
|
|
$
|
(0.4
|
)
|
|
$
|
20.2
|
|
|
$
|
(2.7
|
)
|
|
$
|
629.2
|
|
Due in one year or less
|
$
|
1,435.7
|
|
Due after one year to two years
|
3,470.9
|
|
|
Due after two years to three years
|
4,631.5
|
|
|
Due after three years to four years
|
3,233.3
|
|
|
Due after four years
|
6,067.3
|
|
|
|
|
|
|
Total available-for-sale securities
|
$
|
18,838.7
|
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||||||
|
Current
|
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Trade receivables
|
$
|
1,564.8
|
|
|
$
|
—
|
|
|
$
|
1,355.7
|
|
|
$
|
—
|
|
Notes receivable
|
91.0
|
|
|
154.7
|
|
|
89.1
|
|
|
145.5
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts - trade receivables
|
(45.6
|
)
|
|
—
|
|
|
(40.7
|
)
|
|
—
|
|
||||
Allowance for doubtful accounts - notes receivable
|
(5.3
|
)
|
|
(9.0
|
)
|
|
(5.4
|
)
|
|
(8.8
|
)
|
||||
Unearned income - notes receivable
|
(6.6
|
)
|
|
(7.0
|
)
|
|
(7.0
|
)
|
|
(6.9
|
)
|
||||
|
$
|
1,598.3
|
|
|
$
|
138.7
|
|
|
$
|
1,391.7
|
|
|
$
|
129.8
|
|
2015
|
|
$
|
67.2
|
|
2016
|
|
$
|
47.6
|
|
2017
|
|
$
|
28.8
|
|
2018
|
|
$
|
11.1
|
|
Total
|
|
$
|
154.7
|
|
|
June 30, 2013
|
||||||||||||||
|
Notes Receivable
|
|
Reserve
|
||||||||||||
|
Current
|
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Specific reserve
|
$
|
0.3
|
|
|
$
|
0.5
|
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
Non-specific reserve
|
90.7
|
|
|
154.2
|
|
|
5.0
|
|
|
8.5
|
|
||||
|
$
|
91.0
|
|
|
$
|
154.7
|
|
|
$
|
5.3
|
|
|
$
|
9.0
|
|
|
June 30, 2012
|
||||||||||||||
|
Notes Receivable
|
|
Reserve
|
||||||||||||
|
Current
|
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Specific reserve
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
$
|
0.4
|
|
|
$
|
0.6
|
|
Non-specific reserve
|
88.7
|
|
|
144.9
|
|
|
5.0
|
|
|
8.2
|
|
||||
|
$
|
89.1
|
|
|
$
|
145.5
|
|
|
$
|
5.4
|
|
|
$
|
8.8
|
|
|
Current
|
|
Long-term
|
||||
Balance at June 30, 2011
|
$
|
5.7
|
|
|
$
|
9.4
|
|
Incremental provision
|
0.6
|
|
|
0.2
|
|
||
Recoveries
|
—
|
|
|
0.4
|
|
||
Chargeoffs
|
(0.9
|
)
|
|
(1.2
|
)
|
||
Balance at June 30, 2012
|
$
|
5.4
|
|
|
$
|
8.8
|
|
Incremental provision
|
0.8
|
|
|
1.2
|
|
||
Recoveries
|
—
|
|
|
0.2
|
|
||
Chargeoffs
|
(0.9
|
)
|
|
(1.2
|
)
|
||
Balance at June 30, 2013
|
$
|
5.3
|
|
|
$
|
9.0
|
|
June 30,
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Property, plant, and equipment:
|
|
|
|
|
||||
Land and buildings
|
|
$
|
731.7
|
|
|
$
|
710.4
|
|
Data processing equipment
|
|
850.7
|
|
|
814.5
|
|
||
Furniture, leaseholds, and other
|
|
460.5
|
|
|
431.6
|
|
||
|
|
2,042.9
|
|
|
1,956.5
|
|
||
Less: accumulated depreciation
|
|
(1,314.2
|
)
|
|
(1,250.2
|
)
|
||
Property, plant, and equipment, net
|
|
$
|
728.7
|
|
|
$
|
706.3
|
|
|
Employer
Services
|
|
PEO
Services
|
|
Dealer
Services
|
|
Total
|
||||||||
Balance at June 30, 2011
|
$
|
1,841.7
|
|
|
$
|
4.8
|
|
|
$
|
1,133.8
|
|
|
$
|
2,980.3
|
|
Additions and other adjustments, net
|
106.8
|
|
|
—
|
|
|
56.2
|
|
|
163.0
|
|
||||
Currency translation adjustments
|
(60.9
|
)
|
|
—
|
|
|
(20.4
|
)
|
|
(81.3
|
)
|
||||
Balance at June 30, 2012
|
$
|
1,887.6
|
|
|
$
|
4.8
|
|
|
$
|
1,169.6
|
|
|
$
|
3,062.0
|
|
Additions and other adjustments, net
|
29.4
|
|
|
—
|
|
|
0.8
|
|
|
30.2
|
|
||||
Currency translation adjustments
|
4.5
|
|
|
—
|
|
|
(1.4
|
)
|
|
3.1
|
|
||||
Goodwill impairment
|
(42.7
|
)
|
|
—
|
|
|
—
|
|
|
(42.7
|
)
|
||||
Balance at June 30, 2013
|
$
|
1,878.8
|
|
|
$
|
4.8
|
|
|
$
|
1,169.0
|
|
|
$
|
3,052.6
|
|
June 30,
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Intangible assets:
|
|
|
|
|
||||
Software and software licenses
|
|
$
|
1,511.1
|
|
|
$
|
1,410.9
|
|
Customer contracts and lists
|
|
848.9
|
|
|
832.7
|
|
||
Other intangibles
|
|
241.7
|
|
|
241.6
|
|
||
|
|
2,601.7
|
|
|
2,485.2
|
|
||
Less accumulated amortization:
|
|
|
|
|
|
|
||
Software and software licenses
|
|
(1,239.5
|
)
|
|
(1,145.8
|
)
|
||
Customer contracts and lists
|
|
(534.3
|
)
|
|
(479.1
|
)
|
||
Other intangibles
|
|
(184.7
|
)
|
|
(172.0
|
)
|
||
|
|
(1,958.5
|
)
|
|
(1,796.9
|
)
|
||
Intangible assets, net
|
|
$
|
643.2
|
|
|
$
|
688.3
|
|
|
Amount
|
||
Twelve months ending June 30, 2014
|
$
|
157.3
|
|
Twelve months ending June 30, 2015
|
$
|
128.0
|
|
Twelve months ending June 30, 2016
|
$
|
89.8
|
|
Twelve months ending June 30, 2017
|
$
|
67.5
|
|
Twelve months ending June 30, 2018
|
$
|
43.5
|
|
•
|
Stock Options.
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. Stock options are issued under a graded vesting schedule and have a term of
10 years
. Options granted prior to July 1, 2008 generally vest ratably over
five years
and options granted after July 1, 2008 generally vest ratably over
four years
. Compensation expense is measured based on the fair value of the stock option on the grant date and recognized over the requisite service period for each separately vesting portion of the stock option award. Stock options are forfeited if the employee ceases to be employed by the Company prior to vesting.
|
•
|
Restricted Stock.
|
•
|
Time-Based Restricted Stock and Time-Based Restricted Stock Units.
Time-based restricted stock and restricted stock units granted prior to fiscal 2013 are subject to vesting periods of up to
five years
and awards granted during fiscal 2013 are subject to a vesting period of
two years
. Awards are forfeited if the employee ceases to be employed by the Company prior to vesting.
|
•
|
Performance-Based Restricted Stock and Performance-Based Restricted Stock Units.
Performance-based restricted stock and performance-based restricted stock units generally vest over a
one year
performance period and a subsequent service period ranging from
6 months
to
26 months
. Under these programs, the Company communicates "target awards" at the beginning of the performance period with possible payouts at the end of the performance period ranging from
0%
to
150%
of the "target awards." Awards are forfeited if the employee ceases to be employed by the Company prior to vesting.
|
•
|
Employee Stock Purchase Plan.
The Company offers an employee stock purchase plan that allows eligible employees to purchase shares of common stock at a price equal to
95%
of the market value for the Company's common stock on the last day of the offering period. This plan has been deemed non-compensatory and therefore, no compensation expense has been recorded.
|
Years ended June 30,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating expenses
|
|
$
|
17.9
|
|
|
$
|
17.2
|
|
|
$
|
16.5
|
|
Selling, general and administrative expenses
|
|
64.0
|
|
|
62.6
|
|
|
59.9
|
|
|||
System development and programming costs
|
|
14.5
|
|
|
14.3
|
|
|
13.9
|
|
|||
Total pretax stock-based compensation expense
|
|
$
|
96.4
|
|
|
$
|
94.1
|
|
|
$
|
90.3
|
|
|
|
|
|
|
|
|
||||||
Income tax benefit
|
|
$
|
34.3
|
|
|
$
|
33.5
|
|
|
$
|
32.3
|
|
Year ended June 30, 2013
|
|
Number
of Options
(in thousands)
|
|
Weighted
Average Price
(in dollars)
|
|||
Options outstanding, beginning of year
|
|
16,187
|
|
|
$
|
41
|
|
Options granted
|
|
1,168
|
|
|
$
|
60
|
|
Options exercised
|
|
(6,070
|
)
|
|
$
|
38
|
|
Options canceled
|
|
(175
|
)
|
|
$
|
41
|
|
Options outstanding, end of year
|
|
11,110
|
|
|
$
|
44
|
|
Options exercisable, end of year
|
|
8,662
|
|
|
$
|
41
|
|
Shares available for future grants, end of year
|
|
28,459
|
|
|
|
||
Shares reserved for issuance under stock option plans, end of year
|
|
39,569
|
|
|
|
Year ended June 30, 2013
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Restricted shares/units outstanding at July 1, 2012
|
|
358
|
|
|
—
|
|
Restricted shares/units granted
|
|
1,171
|
|
|
284
|
|
Restricted shares/units vested
|
|
(168
|
)
|
|
—
|
|
Restricted shares/units forfeited
|
|
(48
|
)
|
|
(4
|
)
|
Restricted shares/units outstanding at June 30, 2013
|
|
1,313
|
|
|
280
|
|
Year ended June 30, 2013
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Restricted shares/units outstanding, beginning of year
|
|
1,474
|
|
|
295
|
|
Restricted shares/units granted
|
|
542
|
|
|
30
|
|
Restricted shares/units vested
|
|
(1,329
|
)
|
|
(275
|
)
|
Restricted shares/units forfeited
|
|
(166
|
)
|
|
(12
|
)
|
Restricted shares/units outstanding, end of year
|
|
521
|
|
|
38
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Risk-free interest rate
|
0.8% - 1.0%
|
|
|
0.8% - 1.0%
|
|
|
1.4% - 2.4%
|
|
|||
Dividend yield
|
2.7% - 2.9%
|
|
|
2.8% - 3.1%
|
|
|
2.9% - 3.3%
|
|
|||
Weighted average volatility factor
|
23.5% - 24.4%
|
|
|
24.9% - 25.9%
|
|
|
24.5% - 24.9%
|
|
|||
Weighted average expected life (in years)
|
5.3 - 5.4
|
|
|
5.2 - 5.3
|
|
|
5.1 - 5.2
|
|
|||
Weighted average fair value (in dollars)
|
$
|
8.63
|
|
|
$
|
8.46
|
|
|
$
|
7.59
|
|
Year ended June 30,
|
2013
|
||
|
|
||
Performance-based restricted stock
|
$
|
55.13
|
|
Time-based restricted stock
|
$
|
58.72
|
|
June 30,
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
1,469.5
|
|
|
$
|
1,313.3
|
|
Actual return on plan assets
|
|
121.0
|
|
|
106.6
|
|
||
Employer contributions
|
|
135.3
|
|
|
91.6
|
|
||
Currency translation adjustments
|
|
(1.5
|
)
|
|
(4.6
|
)
|
||
Benefits paid
|
|
(48.2
|
)
|
|
(37.4
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
1,676.1
|
|
|
$
|
1,469.5
|
|
|
|
|
|
|
||||
Change in benefit obligation:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
1,412.1
|
|
|
$
|
1,178.8
|
|
Service cost
|
|
67.2
|
|
|
57.2
|
|
||
Interest cost
|
|
55.1
|
|
|
62.1
|
|
||
Actuarial (gains)/losses
|
|
(58.6
|
)
|
|
159.4
|
|
||
Currency translation adjustments
|
|
0.2
|
|
|
(10.8
|
)
|
||
Benefits paid
|
|
(48.2
|
)
|
|
(37.4
|
)
|
||
Acquisitions
|
|
—
|
|
|
2.8
|
|
||
Projected benefit obligation at end of year
|
|
$
|
1,427.8
|
|
|
$
|
1,412.1
|
|
|
|
|
|
|
||||
Funded status - plan assets less benefit obligations
|
|
$
|
248.3
|
|
|
$
|
57.4
|
|
June 30,
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
362.6
|
|
|
$
|
170.3
|
|
Current liabilities
|
|
(4.7
|
)
|
|
(4.3
|
)
|
||
Noncurrent liabilities
|
|
(109.6
|
)
|
|
(108.6
|
)
|
||
Net amount recognized
|
|
$
|
248.3
|
|
|
$
|
57.4
|
|
June 30,
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
127.7
|
|
|
$
|
171.5
|
|
Accumulated benefit obligation
|
|
$
|
115.3
|
|
|
$
|
161.8
|
|
Fair value of plan assets
|
|
$
|
14.2
|
|
|
$
|
60.8
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost – benefits earned during the period
|
|
$
|
67.2
|
|
|
$
|
57.2
|
|
|
$
|
52.3
|
|
Interest cost on projected benefits
|
|
55.1
|
|
|
62.1
|
|
|
56.6
|
|
|||
Expected return on plan assets
|
|
(109.5
|
)
|
|
(97.6
|
)
|
|
(88.5
|
)
|
|||
Net amortization and deferral
|
|
30.9
|
|
|
15.0
|
|
|
20.1
|
|
|||
Net pension expense
|
|
$
|
43.7
|
|
|
$
|
36.7
|
|
|
$
|
40.5
|
|
Years ended June 30,
|
|
2013
|
|
2012
|
||
|
|
|
|
|
||
Discount rate
|
|
4.50
|
%
|
|
3.90
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
Years ended June 30,
|
|
2013
|
|
2012
|
|
2011
|
|||
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.90
|
%
|
|
5.40
|
%
|
|
5.25
|
%
|
Expected long-term rate of return on assets
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
|
5.50
|
%
|
|
|
2013
|
|
2012
|
||
|
|
|
|
|
||
U.S. fixed income securities
|
|
31
|
%
|
|
41
|
%
|
U.S. equity securities
|
|
21
|
%
|
|
41
|
%
|
International equity securities
|
|
21
|
%
|
|
18
|
%
|
Global equity securities
|
|
27
|
%
|
|
—
|
%
|
|
|
100
|
%
|
|
100
|
%
|
U.S. fixed income securities
|
35% - 45%
|
U.S. equity securities
|
14% - 24%
|
International equity securities
|
11% - 21%
|
Global equity securities
|
20% - 30%
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Commingled trusts
|
|
$
|
—
|
|
|
$
|
1,050.7
|
|
|
$
|
—
|
|
|
$
|
1,050.7
|
|
U.S. government securities
|
|
—
|
|
|
228.3
|
|
|
—
|
|
|
228.3
|
|
||||
Mutual funds
|
|
79.2
|
|
|
—
|
|
|
—
|
|
|
79.2
|
|
||||
Corporate and municipal bonds
|
|
—
|
|
|
252.5
|
|
|
—
|
|
|
252.5
|
|
||||
Mortgage-backed security bonds
|
|
—
|
|
|
22.7
|
|
|
—
|
|
|
22.7
|
|
||||
Total pension assets
|
|
$
|
79.2
|
|
|
$
|
1,554.2
|
|
|
$
|
—
|
|
|
$
|
1,633.4
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Commingled trusts
|
|
$
|
—
|
|
|
$
|
583.5
|
|
|
$
|
—
|
|
|
$
|
583.5
|
|
U.S. government securities
|
|
—
|
|
|
272.5
|
|
|
—
|
|
|
272.5
|
|
||||
Mutual funds
|
|
269.6
|
|
|
—
|
|
|
—
|
|
|
269.6
|
|
||||
Corporate and municipal bonds
|
|
—
|
|
|
272.8
|
|
|
—
|
|
|
272.8
|
|
||||
Mortgage-backed security bonds
|
|
—
|
|
|
13.9
|
|
|
—
|
|
|
13.9
|
|
||||
Total pension assets
|
|
$
|
269.6
|
|
|
$
|
1,142.7
|
|
|
$
|
—
|
|
|
$
|
1,412.3
|
|
Years ended June 30,
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
||||||
Earnings from continuing operations before income taxes:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,757.6
|
|
|
$
|
1,874.4
|
|
|
$
|
1,660.4
|
|
Foreign
|
|
326.7
|
|
|
233.5
|
|
|
257.6
|
|
|||
|
|
$
|
2,084.3
|
|
|
$
|
2,107.9
|
|
|
$
|
1,918.0
|
|
Years ended June 30,
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
539.2
|
|
|
$
|
537.6
|
|
|
$
|
446.4
|
|
Foreign
|
|
105.9
|
|
|
87.3
|
|
|
96.9
|
|
|||
State
|
|
50.5
|
|
|
67.4
|
|
|
24.4
|
|
|||
Total current
|
|
695.6
|
|
|
692.3
|
|
|
567.7
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
35.2
|
|
|
48.4
|
|
|
93.7
|
|
|||
Foreign
|
|
(15.0
|
)
|
|
(9.3
|
)
|
|
(1.8
|
)
|
|||
State
|
|
4.4
|
|
|
(3.2
|
)
|
|
13.4
|
|
|||
Total deferred
|
|
24.6
|
|
|
35.9
|
|
|
105.3
|
|
|||
Total provision for income taxes
|
|
$
|
720.2
|
|
|
$
|
728.2
|
|
|
$
|
673.0
|
|
Years ended June 30,
|
|
2013
|
|
%
|
|
2012
|
|
%
|
|
2011
|
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Provision for taxes at U.S. statutory rate
|
|
$
|
729.6
|
|
|
35.0
|
|
|
$
|
737.8
|
|
|
35.0
|
|
|
$
|
671.4
|
|
|
35.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Increase (decrease) in provision from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State taxes, net of federal tax
|
|
35.3
|
|
|
1.7
|
|
|
37.6
|
|
|
1.8
|
|
|
28.7
|
|
|
1.5
|
|
|||
U.S. tax on foreign income
|
|
85.3
|
|
|
4.1
|
|
|
51.4
|
|
|
2.5
|
|
|
30.3
|
|
|
1.6
|
|
|||
Utilization of foreign tax credits
|
|
(94.4
|
)
|
|
(4.5
|
)
|
|
(51.7
|
)
|
|
(2.5
|
)
|
|
(26.0
|
)
|
|
(1.3
|
)
|
|||
Section 199 - Qualified production activities
|
|
(22.3
|
)
|
|
(1.1
|
)
|
|
(22.4
|
)
|
|
(1.1
|
)
|
|
(18.2
|
)
|
|
(1.0
|
)
|
|||
Other (A)
|
|
(13.3
|
)
|
|
(0.6
|
)
|
|
(24.5
|
)
|
|
(1.2
|
)
|
|
(13.2
|
)
|
|
(0.7
|
)
|
|||
|
|
$
|
720.2
|
|
|
34.6
|
|
|
$
|
728.2
|
|
|
34.5
|
|
|
$
|
673.0
|
|
|
35.1
|
|
Years ended June 30,
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses not currently deductible
|
|
$
|
223.7
|
|
|
$
|
228.0
|
|
Stock-based compensation expense
|
|
84.1
|
|
|
91.1
|
|
||
Net operating losses
|
|
98.1
|
|
|
102.0
|
|
||
Other
|
|
39.5
|
|
|
16.9
|
|
||
|
|
445.4
|
|
|
438.0
|
|
||
Less: valuation allowances
|
|
(49.4
|
)
|
|
(54.8
|
)
|
||
Deferred tax assets, net
|
|
$
|
396.0
|
|
|
$
|
383.2
|
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Prepaid retirement benefits
|
|
$
|
146.2
|
|
|
$
|
88.9
|
|
Deferred revenue
|
|
62.9
|
|
|
69.3
|
|
||
Fixed and intangible assets
|
|
235.3
|
|
|
246.4
|
|
||
Prepaid expenses
|
|
88.9
|
|
|
84.8
|
|
||
Unrealized investment gains, net
|
|
99.8
|
|
|
247.0
|
|
||
Tax on unrepatriated earnings
|
|
12.3
|
|
|
14.1
|
|
||
Other
|
|
7.3
|
|
|
4.1
|
|
||
Deferred tax liabilities
|
|
$
|
652.7
|
|
|
$
|
754.6
|
|
Net deferred tax liabilities
|
|
$
|
256.7
|
|
|
$
|
371.4
|
|
|
|
Fiscal 2013
|
|
Fiscal 2012
|
|
Fiscal 2011
|
||||||
|
|
|
|
|
|
|
||||||
Unrecognized tax benefits at beginning of the year
|
|
$
|
84.7
|
|
|
$
|
105.7
|
|
|
$
|
107.2
|
|
Additions for tax positions
|
|
5.0
|
|
|
8.0
|
|
|
9.7
|
|
|||
Reductions for tax positions
|
|
—
|
|
|
(0.8
|
)
|
|
(2.4
|
)
|
|||
Additions for tax positions of prior periods
|
|
5.3
|
|
|
13.0
|
|
|
17.3
|
|
|||
Reductions for tax positions of prior periods
|
|
(3.7
|
)
|
|
(21.6
|
)
|
|
(23.3
|
)
|
|||
Settlement with tax authorities
|
|
(12.0
|
)
|
|
(4.2
|
)
|
|
(4.5
|
)
|
|||
Expiration of the statute of limitations
|
|
(9.7
|
)
|
|
(9.8
|
)
|
|
(0.4
|
)
|
|||
Impact of foreign exchange rate fluctuations
|
|
1.1
|
|
|
(5.6
|
)
|
|
2.1
|
|
|||
Unrecognized tax benefit at end of year
|
|
$
|
70.7
|
|
|
$
|
84.7
|
|
|
$
|
105.7
|
|
Taxing Jurisdiction
|
|
Fiscal Years under Examination
|
U.S. (IRS)
|
|
2012-2013
|
California
|
|
2006-2008
|
Illinois
|
|
2004-2009
|
New York
|
|
2007-2009
|
New Jersey
|
|
2002-2009
|
France
|
|
2010-2012
|
Years ending June 30,
|
|
||
|
|
||
2014
|
$
|
177.4
|
|
2015
|
137.0
|
|
|
2016
|
85.7
|
|
|
2017
|
48.2
|
|
|
2018
|
33.1
|
|
|
Thereafter
|
28.8
|
|
|
|
$
|
510.2
|
|
June 30,
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
||||||
Currency translation adjustments
|
|
$
|
39.6
|
|
|
$
|
42.0
|
|
|
$
|
183.1
|
|
Unrealized net gain on available-for-sale
securities, net of tax
|
|
186.7
|
|
|
461.3
|
|
|
369.8
|
|
|||
Pension liability adjustment, net of tax
|
|
(210.9
|
)
|
|
(273.1
|
)
|
|
(185.8
|
)
|
|||
Accumulated other comprehensive income
|
|
$
|
15.4
|
|
|
$
|
230.2
|
|
|
$
|
367.1
|
|
|
|
|
|
|
|
|
|
|
|
Reconciling Items
|
|
|
||||||||||||||||||||
|
|
Employer Services
|
|
PEO Services
|
|
Dealer Services
|
|
Other
|
|
Foreign Exchange
|
|
Client Fund Interest
|
|
Cost of Capital Charge
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Year ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues from continuing
operations
|
|
$
|
7,914.0
|
|
|
$
|
1,973.2
|
|
|
$
|
1,813.7
|
|
|
$
|
1.7
|
|
|
$
|
39.9
|
|
|
$
|
(432.4
|
)
|
|
$
|
—
|
|
|
$
|
11,310.1
|
|
Earnings from continuing
operations before income taxes
|
|
2,134.2
|
|
|
199.2
|
|
|
335.7
|
|
|
(272.8
|
)
|
|
7.4
|
|
|
(432.4
|
)
|
|
113.0
|
|
|
2,084.3
|
|
||||||||
Assets from continuing
operations
|
|
24,174.9
|
|
|
411.4
|
|
|
696.8
|
|
|
6,985.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,268.1
|
|
||||||||
Capital expenditures
from continuing operations
|
|
57.9
|
|
|
0.6
|
|
|
35.1
|
|
|
81.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174.8
|
|
||||||||
Depreciation and amortization
|
|
212.3
|
|
|
1.4
|
|
|
97.0
|
|
|
119.3
|
|
|
—
|
|
|
—
|
|
|
(113.0
|
)
|
|
317.0
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Year ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues from continuing
operations
|
|
$
|
7,388.5
|
|
|
$
|
1,771.4
|
|
|
$
|
1,661.3
|
|
|
$
|
5.5
|
|
|
$
|
96.4
|
|
|
$
|
(307.1
|
)
|
|
$
|
—
|
|
|
$
|
10,616.0
|
|
Earnings from continuing
operations before income taxes
|
|
1,949.2
|
|
|
170.6
|
|
|
277.6
|
|
|
(102.0
|
)
|
|
3.1
|
|
|
(307.1
|
)
|
|
116.5
|
|
|
2,107.9
|
|
||||||||
Assets from continuing
operations
|
|
23,326.8
|
|
|
376.5
|
|
|
685.9
|
|
|
6,303.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,692.4
|
|
||||||||
Capital expenditures
from continuing operations
|
|
39.9
|
|
|
1.2
|
|
|
39.7
|
|
|
65.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146.2
|
|
||||||||
Depreciation and amortization
|
|
209.0
|
|
|
1.2
|
|
|
99.9
|
|
|
126.1
|
|
|
—
|
|
|
—
|
|
|
(116.5
|
)
|
|
319.7
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Year ended June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues from continuing
operations
|
|
$
|
6,878.3
|
|
|
$
|
1,543.9
|
|
|
$
|
1,513.5
|
|
|
$
|
12.9
|
|
|
$
|
97.2
|
|
|
$
|
(212.8
|
)
|
|
$
|
—
|
|
|
$
|
9,833.0
|
|
Earnings from continuing
operations before income taxes
|
|
1,831.9
|
|
|
137.3
|
|
|
231.3
|
|
|
(178.1
|
)
|
|
(1.0
|
)
|
|
(212.8
|
)
|
|
109.4
|
|
|
1,918.0
|
|
||||||||
Assets from continuing
operations
|
|
27,034.4
|
|
|
262.1
|
|
|
677.4
|
|
|
6,138.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,112.3
|
|
||||||||
Capital expenditures
from continuing operations
|
|
51.3
|
|
|
1.2
|
|
|
34.4
|
|
|
97.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184.8
|
|
||||||||
Depreciation and amortization
|
|
201.6
|
|
|
1.1
|
|
|
99.3
|
|
|
122.0
|
|
|
—
|
|
|
—
|
|
|
(109.4
|
)
|
|
314.6
|
|
|
|
United States
|
|
Europe
|
|
Canada
|
|
Other
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
9,114.9
|
|
|
$
|
1,279.1
|
|
|
$
|
464.9
|
|
|
$
|
451.2
|
|
|
$
|
11,310.1
|
|
Assets from continuing operations
|
|
$
|
27,327.0
|
|
|
$
|
2,261.2
|
|
|
$
|
2,182.7
|
|
|
$
|
497.2
|
|
|
$
|
32,268.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Years ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
8,493.3
|
|
|
$
|
1,269.8
|
|
|
$
|
447.5
|
|
|
$
|
405.4
|
|
|
$
|
10,616.0
|
|
Assets from continuing operations
|
|
$
|
26,201.9
|
|
|
$
|
1,969.7
|
|
|
$
|
2,130.5
|
|
|
$
|
390.3
|
|
|
$
|
30,692.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Years ended June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
7,883.8
|
|
|
$
|
1,190.6
|
|
|
$
|
428.2
|
|
|
$
|
330.4
|
|
|
$
|
9,833.0
|
|
Assets from continuing operations
|
|
$
|
29,168.8
|
|
|
$
|
2,027.6
|
|
|
$
|
2,497.6
|
|
|
$
|
418.3
|
|
|
$
|
34,112.3
|
|
|
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter (A)
|
||||||||
Year ended June 30, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
2,637.5
|
|
|
$
|
2,747.8
|
|
|
$
|
3,114.3
|
|
|
$
|
2,810.5
|
|
Costs of revenues
|
|
$
|
1,586.5
|
|
|
$
|
1,624.3
|
|
|
$
|
1,745.9
|
|
|
$
|
1,692.8
|
|
Gross profit
|
|
$
|
1,051.0
|
|
|
$
|
1,123.5
|
|
|
$
|
1,368.4
|
|
|
$
|
1,117.7
|
|
Net earnings from continuing operations
|
|
$
|
302.5
|
|
|
$
|
352.0
|
|
|
$
|
482.7
|
|
|
$
|
227.0
|
|
Basic earnings per share from continuing operations
|
|
$
|
0.63
|
|
|
$
|
0.73
|
|
|
$
|
1.00
|
|
|
$
|
0.47
|
|
Diluted earnings per share from continuing operations
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
|
$
|
0.99
|
|
|
$
|
0.47
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
First
Quarter
|
|
Second Quarter (B)
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Year ended June 30, 2012
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
2,510.9
|
|
|
$
|
2,570.7
|
|
|
$
|
2,910.9
|
|
|
$
|
2,623.6
|
|
Costs of revenues
|
|
$
|
1,500.4
|
|
|
$
|
1,513.7
|
|
|
$
|
1,618.2
|
|
|
$
|
1,582.0
|
|
Gross profit
|
|
$
|
1,010.5
|
|
|
$
|
1,057.0
|
|
|
$
|
1,292.7
|
|
|
$
|
1,041.6
|
|
Net earnings from continuing operations
|
|
$
|
300.4
|
|
|
$
|
372.8
|
|
|
$
|
450.2
|
|
|
$
|
256.2
|
|
Basic earnings per share from continuing operations
|
|
$
|
0.62
|
|
|
$
|
0.77
|
|
|
$
|
0.92
|
|
|
$
|
0.53
|
|
Diluted earnings per share from continuing operations
|
|
$
|
0.61
|
|
|
$
|
0.76
|
|
|
$
|
0.91
|
|
|
$
|
0.52
|
|
/s/ Carlos A. Rodriguez
|
Carlos A. Rodriguez
|
President and Chief Executive Officer
|
|
/s/ Jan Siegmund
|
Jan Siegmund
|
Chief Financial Officer
|
/s/ Deloitte & Touche LLP
|
Parsippany, New Jersey
|
|
|
|
|
|
|
Employed by
|
Name
|
|
Age
|
|
Position
|
|
ADP Since
|
Steven J. Anenen
|
|
60
|
|
President, Dealer Services
|
|
1975
|
John Ayala
|
|
46
|
|
Vice President, Client Experience
|
|
2002
|
|
|
|
|
and Continuous Improvement
|
|
|
Mark D. Benjamin
|
|
42
|
|
President, Employer Services - International, National
|
|
1992
|
|
|
|
|
Account Services, Benefit Services, TheRightThing,
|
|
|
|
|
|
|
GlobalView and Streamline
|
|
|
Michael A. Bonarti
|
|
48
|
|
Vice President, General Counsel and Secretary
|
|
1997
|
Michael L. Capone
|
|
46
|
|
Vice President and Chief Information Officer
|
|
1988
|
Michael C. Eberhard
|
|
51
|
|
Vice President and Treasurer
|
|
1998
|
Edward B. Flynn, III
|
|
53
|
|
Vice President, Employer Services - Sales and Marketing
|
|
1988
|
Regina R. Lee
|
|
56
|
|
President, Major Account Services and ADP Canada
|
|
1982
|
Dermot J. O'Brien
|
|
47
|
|
Chief Human Resources Officer
|
|
2012
|
Doug Politi
|
|
51
|
|
President, Added Value Services
|
|
1992
|
Anish Rajparia
|
|
42
|
|
President, Employer Services - Small Business
|
|
2002
|
|
|
|
|
Services, TotalSource, Retirement Services,
|
|
|
|
|
|
|
and Insurance Services
|
|
|
Carlos A. Rodriguez
|
|
49
|
|
President and Chief Executive Officer
|
|
1999
|
Alan Sheiness
|
|
55
|
|
Corporate Controller and Principal Accounting Officer
|
|
1984
|
Jan Siegmund
|
|
49
|
|
Chief Financial Officer
|
|
1999
|
Joe Timko
|
|
53
|
|
Chief Strategy Officer
|
|
2013
|
|
|
|
Page in Form 10-K
|
|
Schedule II - Valuation and Qualifying Accounts
|
|
3.1
|
Amended and Restated Certificate of Incorporation dated November 11, 1998 - incorporated by reference to Exhibit 3.1 to the Company's Registration Statement No. 333-72023 on Form S-4 filed with the Commission on February 9, 1999
|
3.2
|
Amended and Restated By-laws of the Company - incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated June 7, 2012
|
10.1
|
Separation and Distribution Agreement, dated as of March 20, 2007, between Automatic Data Processing, Inc. and Broadridge Financial Solutions, LLC - incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 21, 2007
|
10.2
|
Separation Agreement and General Release, dated November 14, 2011, by and between Gary C. Butler and Automatic Data Processing, Inc. - incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 14, 2011
|
10.3
|
Letter Agreement, dated as of December 14, 2011, between Automatic Data Processing, Inc., and Carlos Rodriguez - incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 14, 2011(Management Contract)
|
10.4
|
Amended and Restated Supplemental Officers Retirement Plan - incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated November 10, 2009 (Management Compensatory Plan)
|
10.5
|
1994 Directors' Pension Arrangement - incorporated by reference to Exhibit 10(iii)(A)-#10 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994 (Management Compensatory Plan)
|
10.6
|
2000 Stock Option Plan - incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009 (Management Compensatory Plan)
|
10.7
|
Automatic Data Processing, Inc. Deferred Compensation Plan, as Amended and Restated Effective January 11, 2013 - incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2012
|
10.8
|
Change in Control Severance Plan for Corporate Officers, as amended - incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K dated June 16, 2006 (Management Compensatory Plan)
|
10.9
|
Amended and Restated Employees' Saving-Stock Option Plan - incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2005 (Management Compensatory Plan)
|
10.10
|
2003 Director Stock Plan - incorporated by reference to Exhibit 4.4 to Registration Statement No. 333-147377 on Form S-8 filed with the Commission on November 14, 2007 (Management Compensatory Plan)
|
10.11
|
Amended and Restated Employees' Savings-Stock Purchase Plan - incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2010 (Management Compensatory Plan)
|
10.12
|
364-Day Credit Agreement, dated as of June 19, 2013, among Automatic Data Processing, Inc., the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A., Barclays Bank PLC, and Citibank, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., as Documentation Agent. - incorporated by reference to Exhibit 10.16 to the Company's Current Report on Form 8-K dated June 19, 2013
|
10.13
|
Four-Year Credit Agreement, dated as of June 22, 2011, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Europe Limited, as London Agent, JP Morgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, Bank of America, N.A., BNP Paribas and Wells Fargo Bank, N.A., Barclays Capital, and Citibank, N.A., as Syndication Agents, and Deutsche Bank Securities Inc. and Intesa SanPaolo S.p.A, as Documentation Agents - incorporated by reference to Exhibit 10.15 to the Company's Current Report on Form 8-K dated June 22, 2011
|
10.14
|
Amended and Restated Five-Year Credit Agreement, dated as of June 19, 2013, among Automatic Data Processing, Inc., the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A., Barclays Bank PLC, and Citibank, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., as Documentation Agent. - incorporated by reference to Exhibit 10.18 to the Company's Current Report on Form 8-K dated June 19, 2013
|
10.15
|
2000 Stock Option Grant Agreement (Form for Employees) for grants prior to August 14, 2008 - incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 (Management Compensatory Plan)
|
10.16
|
2000 Stock Option Grant Agreement (Form for French Associates) for grants prior to August 14, 2008 - incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 (Management Compensatory Plan)
|
10.17
|
2000 Stock Option Grant Agreement (Form for Non-Employee Directors) for grants prior to August 14, 2008 - incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 (Management Compensatory Plan)
|
10.18
|
2000 Stock Option Grant Agreement (Form for Employees) for grants beginning August 14, 2008 - incorporated by reference to Exhibit 10.25 to the Company's Current Report on Form 8-K dated August 13, 2008 (Management Compensatory Plan)
|
10.19
|
Non-Employee Director Compensation Summary Sheet - incorporated by reference to Exhibit 10.21 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011 (Management Compensatory Plan)
|
10.20
|
Separation Agreement and Release, dated November 12, 2012, by and between Christopher R. Reidy and Automatic Data Processing, Inc. - incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 12, 2012
|
10.21
|
2008 Omnibus Award Plan - incorporated by reference to Appendix A to the Company's Proxy Statement for its 2008 Annual Meeting of Stockholders filed with the Commission on September 26, 2008 (Management Compensatory Plan)
|
10.22
|
French Sub Plan under the 2008 Omnibus Award Plan effective as of January 26, 2012 - incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 (Management Compensatory Plan)
|
10.23
|
Form of Restricted Stock Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.31 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008 (Management Compensatory Plan)
|
10.24
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for French Employees) for grants prior to January 26, 2012 - incorporated by reference to Exhibit 10.30 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008 (Management Compensatory Plan)
|
10.25
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for French Employees) for grants beginning January 26, 2012 - incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 (Management Compensatory Plan)
|
10.26
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Non- Employee Directors) for grants prior to November 12, 2008 - incorporated by reference to Exhibit 10.27 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008 (Management Compensatory Plan)
|
10.27
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Non- Employee Directors) for beginning November 12, 2008 - incorporated by reference to Exhibit 10.28 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008 (Management Compensatory Plan)
|
10.28
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Employees) - incorporated by reference to Exhibit 10.29 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008 (Management Compensatory Plan)
|
10.29
|
Form of Deferred Stock Unit Award Agreement under the 2008 Omnibus Award Plan- incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (Management Compensatory Plan)
|
10.30
|
Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan (Management Compensatory Plan)
|
21
|
Subsidiaries of the Company
|
23
|
Consent of Independent Registered Public Accounting Firm
|
31.1
|
Certification by Carlos A. Rodriguez pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
31.2
|
Certification by Jan Siegmund pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
32.1
|
Certification by Carlos A. Rodriguez pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification by Jan Siegmund pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
XBRL instance document
|
101.SCH
|
XBRL taxonomy extension schema document
|
101.CAL
|
XBRL taxonomy extension calculation linkbase document
|
101.LAB
|
XBRL taxonomy label linkbase document
|
101.PRE
|
XBRL taxonomy extension presentation linkbase document
|
101.DEF
|
XBRL taxonomy extension definition linkbase document
|
Column A
|
|
Column B
|
|
Column C
|
|
|
Column D
|
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
(1)
|
|
(2)
|
|
|
|
|
|
|
||||||||||
|
|
Balance at beginning of period
|
|
Charged to costs and expenses
|
|
Charged to other accounts
|
|
|
Deductions
|
|
|
Balance at end of period
|
||||||||||
Year ended June 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
46,132
|
|
|
$
|
19,713
|
|
|
$
|
—
|
|
|
|
$
|
(14,930
|
)
|
(A)
|
|
$
|
50,915
|
|
Long-term
|
|
$
|
8,812
|
|
|
$
|
2,687
|
|
|
$
|
—
|
|
|
|
$
|
(2,466
|
)
|
(A)
|
|
$
|
9,033
|
|
Deferred tax valuation allowance
|
|
$
|
54,755
|
|
|
$
|
3,887
|
|
|
$
|
(850
|
)
|
(B)
|
|
$
|
(8,393
|
)
|
|
|
$
|
49,399
|
|
Year ended June 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
50,164
|
|
|
$
|
24,088
|
|
|
$
|
—
|
|
|
|
$
|
(28,120
|
)
|
(A)
|
|
$
|
46,132
|
|
Long-term
|
|
$
|
9,438
|
|
|
$
|
2,106
|
|
|
$
|
—
|
|
|
|
$
|
(2,732
|
)
|
(A)
|
|
$
|
8,812
|
|
Deferred tax valuation allowance
|
|
$
|
62,700
|
|
|
$
|
4,003
|
|
|
$
|
(5,454
|
)
|
(B)
|
|
$
|
(6,494
|
)
|
|
|
$
|
54,755
|
|
Year ended June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
48,543
|
|
|
$
|
22,976
|
|
|
$
|
—
|
|
|
|
$
|
(21,355
|
)
|
(A)
|
|
$
|
50,164
|
|
Long-term
|
|
$
|
16,048
|
|
|
$
|
2,954
|
|
|
$
|
—
|
|
|
|
$
|
(9,564
|
)
|
(A)
|
|
$
|
9,438
|
|
Deferred tax valuation allowance
|
|
$
|
61,883
|
|
|
$
|
3,399
|
|
|
$
|
2,507
|
|
(B)
|
|
$
|
(5,089
|
)
|
|
|
$
|
62,700
|
|
|
AUTOMATIC DATA PROCESSING, INC.
|
||
|
(Registrant)
|
||
|
|||
August 19, 2013
|
By
|
/s/ Carlos A. Rodriguez
|
|
|
|
Carlos A. Rodriguez
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Carlos A. Rodriguez
|
|
President and Chief Executive
|
|
August 19, 2013
|
(Carlos A. Rodriguez)
|
|
Officer, Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jan Siegmund
|
|
Chief Financial Officer
|
|
August 19, 2013
|
(Jan Siegmund)
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Alan Sheiness
|
|
Corporate Controller
|
|
August 19, 2013
|
(Alan Sheiness)
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Ellen R. Alemany
|
|
Director
|
|
August 19, 2013
|
(Ellen R. Alemany)
|
|
|
|
|
|
|
|
|
|
/s/ Gregory D. Brenneman
|
|
Director
|
|
August 19, 2013
|
(Gregory D. Brenneman)
|
|
|
|
|
|
|
|
|
|
/s/ Leslie A. Brun
|
|
Director
|
|
August 19, 2013
|
(Leslie A. Brun)
|
|
|
|
|
|
|
|
|
|
/s/ Richard T. Clark
|
|
Director
|
|
August 19, 2013
|
(Richard T. Clark)
|
|
|
|
|
|
|
|
|
|
/s/ Eric C. Fast
|
|
Director
|
|
August 19, 2013
|
(Eric C. Fast)
|
|
|
|
|
|
|
|
|
|
/s/ Linda R. Gooden
|
|
Director
|
|
August 19, 2013
|
(Linda R. Gooden)
|
|
|
|
|
|
|
|
|
|
/s/ R. Glenn Hubbard
|
|
Director
|
|
August 19, 2013
|
(R. Glenn Hubbard)
|
|
|
|
|
/s/ John P. Jones
|
|
Director
|
|
August 19, 2013
|
(John P. Jones)
|
|
|
|
|
|
|
|
|
|
/s/ Enrique T. Salem
|
|
Director
|
|
August 19, 2013
|
(Enrique T. Salem)
|
|
|
|
|
|
|
|
|
|
/s/ Gregory L. Summe
|
|
Director
|
|
August 19, 2013
|
(Gregory L. Summe)
|
|
|
|
|
1.
|
Terms and Conditions.
|
2.
|
Forfeiture of PSUs
.
|
3.
|
Performance Determinations
.
|
(i)
|
“
Final Payout Percentage
” is a number, expressed as a percentage, equal to the sum of each Yearly Performance Percentage during the Performance Period, divided by 3;
provided
,
however
, that if the Company's total shareholder return (“
TSR
”) for the Performance Period is not positive, then the Final Payout Percentage shall not exceed 100% (the “
TSR Cap
”);
provided
,
further
, that the TSR Cap shall not apply to any Participant whose employment terminates due to death or Disability prior to completion of the Performance Period.
|
(ii)
|
“
Payout Date
” shall be:
|
•
|
XXXX XX, 20XX or as soon as administratively feasible (but not later than 60 days) thereafter if Participant remains employed with the Company or its Affiliates until the end of the Performance Period;
|
•
|
XXXX XX, 20XX or as soon as administratively feasible (but not later than 60 days) thereafter if Participant's employment with the Company and its Affiliates terminates due to retirement after completion of the first Measurement Period in the Performance Period;
provided
that
if Participant subsequently dies or becomes Disabled during the Performance Period, the Payout Date shall be as soon as administratively feasible (but not later than 60 days) after Participant's termination death or Disability; and
|
•
|
as soon as administratively feasible (but not later than 60 days) after termination of employment if Participant's employment with the Company and its Affiliates terminates due to death or Disability after completion of the first Measurement Period in the Performance Period.
|
(iii)
|
“
Pro-Rata Percentage
” is a number, expressed as a percentage, equal to the quotient of (i) the number of completed months from XXXX XX, 20XX until the earlier of the date of Participant's termination of employment or completion of the Performance Period, divided by (ii) 36.
|
(iv)
|
“
Yearly Performance Percentage
” is a number, expressed as a percentage, determined by the Company using straight line interpolation between the low and high of the EPS growth range for each Measurement Period based upon the Company's actual EPS growth for such Measurement Period;
provided
, that if Participant's employment with the Company and its Affiliates terminates due to death or Disability after completion of the first Measurement Period in the Performance Period, the Yearly Performance Percentage will be deemed to be 100% for each Measurement Period in the Performance Period not completed prior to Participant's termination of employment;
provided
,
further
, that if Participant's employment with the Company and its Affiliates terminates due to retirement after completion of the first Measurement Period in the Performance Period and Participant subsequently dies or becomes Disabled prior to completion of the Performance Period, the Yearly Performance Percentage will be deemed to be 100% for each Measurement Period in the Performance Period not completed prior to Participant's death or Disability.
|
(c)
|
All determinations with respect to the Award or this Agreement by the Company or Committee, including, without limitation, determinations of EPS, EPS growth, TSR, Yearly Performance Percentage and Pro-Rata Percentage, and timing of settlements, shall be within the Company's absolute discretion and shall be final, binding and conclusive on Participant.
|
4.
|
Restrictive Covenant; Clawback; Incorporation by Reference
.
|
AUTOMATIC DATA PROCESSING, INC.
By:___________________________________
Name:
Title:
|
|
|
Jurisdiction of
|
|
Name of Subsidiary
|
|
Incorporation
|
|
ADP AdvancedMD, Inc.
|
|
Delaware
|
|
ADP Atlantic, Inc.
|
|
Delaware
|
|
ADP Belgium CVA
|
|
Belgium
|
|
ADP Benefits Services KY, Inc.
|
|
Kentucky
|
|
ADP Brasil Ltda
|
|
Brazil
|
|
ADP Broker-Dealer, Inc.
|
|
New Jersey
|
|
ADP Business Services (Shanghai) Co., Ltd.
|
|
China
|
|
ADP Canada Co.
|
|
Canada
|
|
ADP Dealer Services Denmark ApS
|
|
Denmark
|
|
ADP Dealer Services Deutschland GmbH
|
|
Germany
|
|
ADP Dealer Services Espana SL
|
|
Spain
|
|
ADP Dealer Services, Inc.
|
|
Delaware
|
|
ADP Dealer Services Italia s.r.l.
|
|
Italy
|
|
ADP Dealer Services UK Limited
|
|
United Kingdom
|
|
ADP Employer Services GmbH
|
|
Germany
|
|
ADP Europe S.A.
|
|
France
|
|
ADP France SAS
|
|
France
|
|
ADP GlobalView B.V.
|
|
Netherlands
|
|
ADP GSI France SAS
|
|
France
|
|
ADP GSI Italia SpA
|
|
Italy
|
|
ADP Holding B.V.
|
|
Netherlands
|
|
ADP, Inc.
|
|
Delaware
|
|
ADP Indemnity, Inc.
|
|
Vermont
|
|
ADP Nederland B.V.
|
|
Netherlands
|
|
ADP Network Services Limited
|
|
United Kingdom
|
|
ADP Private Limited
|
|
India
|
|
ADP of Roseland, Inc.
|
|
Delaware
|
|
ADP Outsourcing Italia s.r.l
|
|
Italy
|
|
ADP Pacific, Inc.
|
|
Delaware
|
|
ADP Payroll Services, Inc.
|
|
Delaware
|
|
ADP Screening and Selection Services, Inc.
|
|
Colorado
|
|
ADP Tax Services, Inc.
|
|
Delaware
|
|
ADP Technology Services, Inc.
|
|
Delaware
|
|
ADP TotalSource Group, Inc.
|
|
Florida
|
|
ADP Vehicle Information Technology (Shanghai) Co., Ltd
|
|
China
|
|
Automatic Data Processing Insurance Agency, Inc.
|
|
New Jersey
|
|
Automatic Data Processing Limited
|
|
Australia
|
|
Automatic Data Processing Limited (UK)
|
|
United Kingdom
|
|
Business Management Software Limited
|
|
United Kingdom
|
|
Digital Motorworks, Inc.
|
|
Texas
|
|
Employease, Inc.
|
|
Delaware
|
|
VirtualEdge, Inc.
|
|
Delaware
|
/s/ Deloitte & Touche LLP
|
Parsippany, New Jersey
|
August 19, 2013
|
Date:
|
August 19, 2013
|
/s/ Carlos A. Rodriguez
|
|
|
Carlos A. Rodriguez
|
|
|
President and Chief Executive Officer
|
Date:
|
August 19, 2013
|
/s/ Jan Siegmund
|
|
|
Jan Siegmund
|
|
|
Chief Financial Officer
|
/s/ Carlos A. Rodriguez
|
|
Carlos A. Rodriguez
|
|
President and Chief Executive Officer
|
|
Date:
|
August 19, 2013
|
/s/ Jan Siegmund
|
|
Jan Siegmund
|
|
Chief Financial Officer
|
|
Date:
|
August 19, 2013
|