[X]
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
|
|
SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended June 30, 2014
|
||
|
|
OR
|
[ ]
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
|
|
SECURITIES EXCHANGE ACT OF 1934
|
Commission File Number 1-5397
|
Large accelerated filer [
x
]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
Portions of the Registrant's Proxy Statement for its 2014 Annual Meeting of Stockholders.
|
Part III
|
|
|
|
|
|
Page
|
Part I
|
|
|
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
|
|
|
Part II
|
|
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
|
|
|
Part III
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accounting Fees and Services
|
|
|
|
|
Part IV.
|
|
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
|
Signatures
|
|
|
|
|
|
|
|
|
•
|
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; and
|
•
|
leverage our global presence to offer clients HCM, benefits, and payroll solutions where they do business.
|
•
|
Payroll Services
|
•
|
Benefits Administration
|
•
|
Talent Management
|
•
|
Human Resources Management
|
•
|
Time and Attendance Management
|
•
|
Insurance Services
|
•
|
Retirement Services
|
•
|
Tax, Compliance and Payment Solutions
|
•
|
RUN Powered by ADP® is used by more than 380,000 small businesses. It combines a software platform for managing small business payroll, human resources management and tax compliance administration, with 24/7 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 a flexible HCM solution used by more than 50,000 midsized businesses to manage their employees across more than 30 countries. In addition, ADP Workforce Now puts powerful mobile HR solutions
|
•
|
ADP Vantage HCM® is a solution for large enterprises with more than 1,000 employees. It offers 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.
|
•
|
ADP GlobalView® and ADP Streamline® offer HCM solutions to multinational companies. GlobalView allows the largest multinational clients to standardize their HCM strategies 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 administration services to businesses with small and midsized operations in multiple countries. ADP GlobalView Select combines GlobalView and Streamline offerings into one integrated solution that allows a large multinational client to cover its multi-country payroll and other HCM needs across multiple countries covering the full range of its large, midsized and small operations.
|
•
|
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 2014 quarter ended
|
|
|
|
|
|
|
|||||
June 30
|
$80.37
|
|
$73.38
|
|
$0.480
|
March 31
|
$83.00
|
|
$71.91
|
|
$0.480
|
December 31
|
$83.82
|
|
$69.91
|
|
$0.480
|
September 30
|
$74.95
|
|
$68.75
|
|
$0.435
|
|
|||||
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
|
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) (3)
|
April 1, 2014 to
April 30, 2014
|
180
|
$77.37
|
—
|
18,351,660
|
May 1, 2014 to
May 31, 2014
|
1,402,889
|
$78.19
|
1,400,000
|
16,951,660
|
June 1, 2014 to
June 30, 2014
|
1,462,568
|
$79.00
|
1,462,052
|
15,489,608
|
Total
|
2,865,637
|
|
2,862,052
|
|
(1)
|
|
Pursuant to the terms of the Company's restricted stock program, the Company purchased 3,585 shares 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
|
August 2014
|
|
30 million
|
(3)
|
|
In August 2014, the Company received the Board of Directors' approval to repurchase an additional 30 million shares of the Company common stock. This additional authorization is not reflected in the table as it occurred subsequent to June 30, 2014.
|
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,
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
12,206.5
|
|
|
$
|
11,287.6
|
|
|
$
|
10,595.4
|
|
|
$
|
9,813.9
|
|
|
$
|
8,863.8
|
|
Total costs of revenues
|
|
$
|
7,221.4
|
|
|
$
|
6,638.5
|
|
|
$
|
6,203.9
|
|
|
$
|
5,698.6
|
|
|
$
|
4,991.0
|
|
Gross profit
|
|
$
|
4,985.1
|
|
|
$
|
4,649.1
|
|
|
$
|
4,391.5
|
|
|
$
|
4,115.3
|
|
|
$
|
3,872.8
|
|
Earnings from continuing operations before income taxes
|
|
$
|
2,274.6
|
|
|
$
|
2,076.1
|
|
|
$
|
2,101.7
|
|
|
$
|
1,912.1
|
|
|
$
|
1,850.2
|
|
Adjusted earnings from continuing operations before income taxes (Note 1)
|
|
$
|
2,289.5
|
|
|
$
|
2,118.8
|
|
|
$
|
2,035.7
|
|
|
$
|
1,912.1
|
|
|
$
|
1,850.2
|
|
Net earnings from continuing operations
|
|
$
|
1,502.6
|
|
|
$
|
1,358.1
|
|
|
$
|
1,375.2
|
|
|
$
|
1,241.0
|
|
|
$
|
1,198.6
|
|
Adjusted net earnings from continuing operations (Note 1)
|
|
$
|
1,517.5
|
|
|
$
|
1,400.8
|
|
|
$
|
1,334.0
|
|
|
$
|
1,241.0
|
|
|
$
|
1,186.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share from continuing operations
|
|
$
|
3.14
|
|
|
$
|
2.81
|
|
|
$
|
2.82
|
|
|
$
|
2.51
|
|
|
$
|
2.39
|
|
Diluted earnings per share from continuing operations
|
|
$
|
3.11
|
|
|
$
|
2.79
|
|
|
$
|
2.79
|
|
|
$
|
2.49
|
|
|
$
|
2.38
|
|
Adjusted diluted earnings per share from continuing operations (Note 1)
|
|
$
|
3.14
|
|
|
$
|
2.88
|
|
|
$
|
2.71
|
|
|
$
|
2.49
|
|
|
$
|
2.36
|
|
Basic weighted average shares outstanding
|
|
478.9
|
|
|
482.7
|
|
|
487.3
|
|
|
493.5
|
|
|
500.5
|
|
|||||
Diluted weighted average shares outstanding
|
|
483.1
|
|
|
487.1
|
|
|
492.2
|
|
|
498.3
|
|
|
503.7
|
|
|||||
Cash dividends declared per share
|
|
$
|
1.88
|
|
|
$
|
1.70
|
|
|
$
|
1.55
|
|
|
$
|
1.42
|
|
|
$
|
1.35
|
|
Return on equity ("ROE") from continuing operations (Note 2)
|
|
23.4
|
%
|
|
22.1
|
%
|
|
22.7
|
%
|
|
21.6
|
%
|
|
22.2
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At year end:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities
|
|
$
|
4,069.9
|
|
|
$
|
2,041.1
|
|
|
$
|
1,665.4
|
|
|
$
|
1,523.7
|
|
|
$
|
1,775.5
|
|
Total assets of continuing operations
|
|
$
|
32,051.7
|
|
|
$
|
32,251.4
|
|
|
$
|
30,673.6
|
|
|
$
|
34,088.4
|
|
|
$
|
26,709.5
|
|
Obligations under reverse repurchase agreements
|
|
$
|
—
|
|
|
$
|
245.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Obligation under commercial paper borrowings
|
|
$
|
2,173.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
|
$
|
11.5
|
|
|
$
|
14.7
|
|
|
$
|
16.8
|
|
|
$
|
34.2
|
|
|
$
|
39.8
|
|
Stockholders’ equity
|
|
$
|
6,670.2
|
|
|
$
|
6,189.9
|
|
|
$
|
6,114.0
|
|
|
$
|
6,010.4
|
|
|
$
|
5,478.9
|
|
(Dollars in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Years ended June 30,
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations
before income taxes
|
|
$
|
2,274.6
|
|
|
$
|
2,076.1
|
|
|
$
|
2,101.7
|
|
|
$
|
1,912.1
|
|
|
$
|
1,850.2
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Separation costs
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
42.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(66.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Adjusted earnings from continuing operations before income taxes
|
|
$
|
2,289.5
|
|
|
$
|
2,118.8
|
|
|
$
|
2,035.7
|
|
|
$
|
1,912.1
|
|
|
$
|
1,850.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,502.6
|
|
|
$
|
1,358.1
|
|
|
$
|
1,375.2
|
|
|
$
|
1,241.0
|
|
|
$
|
1,198.6
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Separation costs
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
42.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(41.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Favorable tax items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
|||||
Adjusted net earnings from continuing operations
|
|
$
|
1,517.5
|
|
|
$
|
1,400.8
|
|
|
$
|
1,334.0
|
|
|
$
|
1,241.0
|
|
|
$
|
1,186.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share from continuing operations
|
|
$
|
3.11
|
|
|
$
|
2.79
|
|
|
$
|
2.79
|
|
|
$
|
2.49
|
|
|
$
|
2.38
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Separation costs
|
|
0.03
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
0.09
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(0.08
|
)
|
|
—
|
|
|
—
|
|
|||||
Favorable tax items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|||||
Adjusted diluted earnings per share from continuing operations
|
|
$
|
3.14
|
|
|
$
|
2.88
|
|
|
$
|
2.71
|
|
|
$
|
2.49
|
|
|
$
|
2.36
|
|
•
|
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; and
|
•
|
leverage our global presence to offer clients HCM, benefits, and payroll solutions where they do business.
|
|
Years ended June 30,
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total revenues
|
$
|
12,206.5
|
|
|
$
|
11,287.6
|
|
|
$
|
10,595.4
|
|
|
$
|
918.9
|
|
|
$
|
692.2
|
|
|
8
|
%
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses
|
6,248.6
|
|
|
5,731.5
|
|
|
5,355.2
|
|
|
517.1
|
|
|
376.3
|
|
|
9
|
%
|
|
7
|
%
|
|||||
Systems development and
programming costs
|
718.0
|
|
|
654.3
|
|
|
592.7
|
|
|
63.7
|
|
|
61.6
|
|
|
10
|
%
|
|
10
|
%
|
|||||
Depreciation and amortization
|
254.8
|
|
|
252.7
|
|
|
256.0
|
|
|
2.1
|
|
|
(3.3
|
)
|
|
1
|
%
|
|
(1
|
)%
|
|||||
Total costs of revenues
|
7,221.4
|
|
|
6,638.5
|
|
|
6,203.9
|
|
|
582.9
|
|
|
434.6
|
|
|
9
|
%
|
|
7
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, general and
administrative costs
|
2,762.4
|
|
|
2,617.4
|
|
|
2,452.9
|
|
|
145.0
|
|
|
164.5
|
|
|
6
|
%
|
|
7
|
%
|
|||||
Separation costs
|
14.9
|
|
|
—
|
|
|
—
|
|
|
14.9
|
|
|
—
|
|
|
100
|
%
|
|
—
|
%
|
|||||
Goodwill impairment
|
—
|
|
|
42.7
|
|
|
—
|
|
|
(42.7
|
)
|
|
42.7
|
|
|
(100
|
)%
|
|
100
|
%
|
|||||
Interest expense
|
6.1
|
|
|
9.1
|
|
|
7.7
|
|
|
(3.0
|
)
|
|
1.4
|
|
|
(33
|
)%
|
|
18
|
%
|
|||||
Total expenses
|
10,004.8
|
|
|
9,307.7
|
|
|
8,664.5
|
|
|
697.1
|
|
|
643.2
|
|
|
7
|
%
|
|
7
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income, net
|
(72.9
|
)
|
|
(96.2
|
)
|
|
(170.8
|
)
|
|
(23.3
|
)
|
|
(74.6
|
)
|
|
(24
|
)%
|
|
44
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing
operations before income taxes
|
$
|
2,274.6
|
|
|
$
|
2,076.1
|
|
|
$
|
2,101.7
|
|
|
$
|
198.5
|
|
|
$
|
(25.6
|
)
|
|
10
|
%
|
|
(1
|
)%
|
Margin
|
18.6
|
%
|
|
18.4
|
%
|
|
19.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for income taxes
|
$
|
772.0
|
|
|
$
|
718.0
|
|
|
$
|
726.5
|
|
|
$
|
54.0
|
|
|
$
|
(8.5
|
)
|
|
8
|
%
|
|
(1
|
)%
|
Effective tax rate
|
33.9
|
%
|
|
34.6
|
%
|
|
34.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings from continuing
operations
|
$
|
1,502.6
|
|
|
$
|
1,358.1
|
|
|
$
|
1,375.2
|
|
|
$
|
144.5
|
|
|
$
|
(17.1
|
)
|
|
11
|
%
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted earnings per share from
continuing operations
|
$
|
3.11
|
|
|
$
|
2.79
|
|
|
$
|
2.79
|
|
|
$
|
0.32
|
|
|
$
|
—
|
|
|
11
|
%
|
|
—
|
%
|
|
|
Years ended June 30,
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||
(Dollars in millions, except per share amounts)
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing operations
before income taxes
|
|
$
|
2,274.6
|
|
|
$
|
2,076.1
|
|
|
$
|
2,101.7
|
|
|
$
|
198.5
|
|
|
$
|
(25.6
|
)
|
|
10
|
%
|
|
(1
|
)%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Separation costs
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Goodwill impairment
|
|
—
|
|
|
42.7
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(66.0
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted earnings from continuing operations
before income taxes
|
|
$
|
2,289.5
|
|
|
$
|
2,118.8
|
|
|
$
|
2,035.7
|
|
|
$
|
170.7
|
|
|
$
|
83.1
|
|
|
8
|
%
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for income taxes from continuing operations
|
|
$
|
772.0
|
|
|
$
|
718.0
|
|
|
$
|
726.5
|
|
|
$
|
54.0
|
|
|
$
|
(8.5
|
)
|
|
8
|
%
|
|
(1
|
)%
|
Effective tax rate
|
|
33.9
|
%
|
|
34.6
|
%
|
|
34.6
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Separation costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(24.8
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted provision for income taxes
from continuing operations
|
|
$
|
772.0
|
|
|
$
|
718.0
|
|
|
$
|
701.7
|
|
|
$
|
54.0
|
|
|
$
|
16.3
|
|
|
8
|
%
|
|
2
|
%
|
Adjusted effective tax rate
|
|
33.7
|
%
|
|
33.9
|
%
|
|
34.5
|
%
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings from continuing operations
|
|
$
|
1,502.6
|
|
|
$
|
1,358.1
|
|
|
$
|
1,375.2
|
|
|
$
|
144.5
|
|
|
$
|
(17.1
|
)
|
|
11
|
%
|
|
(1
|
)%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Separation costs
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Goodwill impairment
|
|
—
|
|
|
42.7
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(41.2
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted net earnings from continuing operations
|
|
$
|
1,517.5
|
|
|
$
|
1,400.8
|
|
|
$
|
1,334.0
|
|
|
$
|
116.7
|
|
|
$
|
66.8
|
|
|
8
|
%
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted earnings per share from continuing operations
|
|
$
|
3.11
|
|
|
$
|
2.79
|
|
|
$
|
2.79
|
|
|
$
|
0.32
|
|
|
$
|
—
|
|
|
11
|
%
|
|
—
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Separation costs
|
|
0.03
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Goodwill impairment
|
|
—
|
|
|
0.09
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted diluted earnings per share
from continuing operations
|
|
$
|
3.14
|
|
|
$
|
2.88
|
|
|
$
|
2.71
|
|
|
$
|
0.26
|
|
|
$
|
0.17
|
|
|
9
|
%
|
|
6
|
%
|
Years ended June 30,
|
|
|
|
|
|
|
||||||
(Dollars in millions)
|
|
2014
|
|
2013
|
|
$ Change
|
||||||
|
|
|
|
|
|
|
||||||
Interest income on corporate funds
|
|
$
|
(56.2
|
)
|
|
$
|
(64.5
|
)
|
|
$
|
(8.3
|
)
|
Realized gains on available-for-sale securities
|
|
(20.4
|
)
|
|
(32.1
|
)
|
|
(11.7
|
)
|
|||
Realized losses on available-for-sale securities
|
|
3.9
|
|
|
3.5
|
|
|
(0.4
|
)
|
|||
Gains on sales of buildings
|
|
—
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|||
Other, net
|
|
(0.2
|
)
|
|
(0.9
|
)
|
|
(0.7
|
)
|
|||
Other income, net
|
|
$
|
(72.9
|
)
|
|
$
|
(96.2
|
)
|
|
$
|
(23.3
|
)
|
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,
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Employer Services
|
|
$
|
8,535.2
|
|
|
$
|
7,924.9
|
|
|
$
|
7,449.4
|
|
|
$
|
610.3
|
|
|
$
|
475.5
|
|
|
8
|
%
|
|
6
|
%
|
PEO Services
|
|
2,270.9
|
|
|
1,973.2
|
|
|
1,771.4
|
|
|
297.7
|
|
|
201.8
|
|
|
15
|
%
|
|
11
|
%
|
|||||
Dealer Services
|
|
1,951.4
|
|
|
1,820.2
|
|
|
1,676.2
|
|
|
131.2
|
|
|
144.0
|
|
|
7
|
%
|
|
9
|
%
|
|||||
Other
|
|
(0.9
|
)
|
|
1.7
|
|
|
5.5
|
|
|
|
|
|
|
|
|
|
|||||||||
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Client fund interest
|
|
(550.1
|
)
|
|
(432.4
|
)
|
|
(307.1
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
|
$
|
12,206.5
|
|
|
$
|
11,287.6
|
|
|
$
|
10,595.4
|
|
|
$
|
918.9
|
|
|
$
|
692.2
|
|
|
8
|
%
|
|
7
|
%
|
|
|
Years ended June 30,
|
|
$ Change
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
1,821.4
|
|
|
$
|
1,577.2
|
|
|
$
|
1,910.2
|
|
|
$
|
244.2
|
|
|
$
|
(333.0
|
)
|
Investing activities
|
|
813.3
|
|
|
(1,578.4
|
)
|
|
3,243.6
|
|
|
2,391.7
|
|
|
(4,822.0
|
)
|
|||||
Financing activities
|
|
(2,358.2
|
)
|
|
151.0
|
|
|
(4,953.9
|
)
|
|
(2,509.2
|
)
|
|
5,104.9
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
8.0
|
|
|
1.2
|
|
|
(41.2
|
)
|
|
6.8
|
|
|
42.4
|
|
|||||
Net change in cash and cash equivalents
|
|
$
|
284.5
|
|
|
$
|
151.0
|
|
|
$
|
158.7
|
|
|
$
|
133.5
|
|
|
$
|
(7.7
|
)
|
(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)
|
|
$
|
2.3
|
|
|
$
|
5.1
|
|
|
$
|
6.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14.3
|
|
Operating Lease and Software
License Obligations (2)
|
|
$
|
209.9
|
|
|
$
|
235.2
|
|
|
$
|
83.0
|
|
|
$
|
32.6
|
|
|
$
|
—
|
|
|
$
|
560.7
|
|
Purchase Obligations (3)
|
|
$
|
379.7
|
|
|
$
|
268.4
|
|
|
$
|
132.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
780.4
|
|
Obligations related to Unrecognized
Tax Benefits (4)
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55.7
|
|
|
$
|
56.7
|
|
Other long-term liabilities reflected
on our Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation and Benefits (5)
|
|
$
|
5.4
|
|
|
$
|
191.6
|
|
|
$
|
100.4
|
|
|
$
|
265.0
|
|
|
$
|
80.0
|
|
|
$
|
642.4
|
|
Acquisition-related obligations (6)
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Total
|
|
$
|
598.6
|
|
|
$
|
700.3
|
|
|
$
|
322.6
|
|
|
$
|
297.6
|
|
|
$
|
135.7
|
|
|
$
|
2,054.8
|
|
(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 $0.5 million, $0.6 million, $0.1 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
$167.9 million
reinsurance premium with ACE American Insurance Company for the fiscal
2015
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
$56.7 million
at June 30, 2014, are expected to be up to $1 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
$9.5 million
in fiscal
2015
.
|
(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
|
|
$
|
324.4
|
|
|
$
|
287.4
|
|
|
$
|
710.5
|
|
|
|
|
|
|
|
|
||||||
Total available-for-sale securities at fair value
|
|
$
|
20,156.5
|
|
|
$
|
18,838.7
|
|
|
$
|
18,093.4
|
|
/s/ Deloitte & Touche LLP
|
Years ended June 30,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Revenues, other than interest on funds held
for clients and PEO revenues
|
|
$
|
9,575.2
|
|
|
$
|
8,906.0
|
|
|
$
|
8,341.9
|
|
Interest on funds held for clients
|
|
373.7
|
|
|
420.9
|
|
|
493.3
|
|
|||
PEO revenues (A)
|
|
2,257.6
|
|
|
1,960.7
|
|
|
1,760.2
|
|
|||
TOTAL REVENUES
|
|
12,206.5
|
|
|
11,287.6
|
|
|
10,595.4
|
|
|||
|
|
|
|
|
|
|
||||||
EXPENSES:
|
|
|
|
|
|
|
|
|
||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
||||
Operating expenses
|
|
6,248.6
|
|
|
5,731.5
|
|
|
5,355.2
|
|
|||
Systems development and programming costs
|
|
718.0
|
|
|
654.3
|
|
|
592.7
|
|
|||
Depreciation and amortization
|
|
254.8
|
|
|
252.7
|
|
|
256.0
|
|
|||
TOTAL COSTS OF REVENUES
|
|
7,221.4
|
|
|
6,638.5
|
|
|
6,203.9
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general, and administrative expenses
|
|
2,762.4
|
|
|
2,617.4
|
|
|
2,452.9
|
|
|||
Separation costs
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
|
—
|
|
|
42.7
|
|
|
—
|
|
|||
Interest expense
|
|
6.1
|
|
|
9.1
|
|
|
7.7
|
|
|||
TOTAL EXPENSES
|
|
10,004.8
|
|
|
9,307.7
|
|
|
8,664.5
|
|
|||
|
|
|
|
|
|
|
||||||
Other income, net
|
|
(72.9
|
)
|
|
(96.2
|
)
|
|
(170.8
|
)
|
|||
|
|
|
|
|
|
|
||||||
EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES
|
|
2,274.6
|
|
|
2,076.1
|
|
|
2,101.7
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
772.0
|
|
|
718.0
|
|
|
726.5
|
|
|||
NET EARNINGS FROM CONTINUING OPERATIONS
|
|
$
|
1,502.6
|
|
|
$
|
1,358.1
|
|
|
$
|
1,375.2
|
|
|
|
|
|
|
|
|
||||||
EARNINGS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES
|
|
19.5
|
|
|
75.0
|
|
|
20.4
|
|
|||
Provision for income taxes
|
|
6.2
|
|
|
27.3
|
|
|
7.1
|
|
|||
NET EARNINGS FROM DISCONTINUED OPERATIONS
|
|
$
|
13.3
|
|
|
$
|
47.7
|
|
|
$
|
13.3
|
|
|
|
|
|
|
|
|
||||||
NET EARNINGS
|
|
$
|
1,515.9
|
|
|
$
|
1,405.8
|
|
|
$
|
1,388.5
|
|
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share from Continuing Operations
|
|
$
|
3.14
|
|
|
$
|
2.81
|
|
|
$
|
2.82
|
|
Basic Earnings Per Share from Discontinued Operations
|
|
0.03
|
|
|
0.10
|
|
|
0.03
|
|
|||
BASIC EARNINGS PER SHARE
|
|
$
|
3.17
|
|
|
$
|
2.91
|
|
|
$
|
2.85
|
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share from Continuing Operations
|
|
$
|
3.11
|
|
|
$
|
2.79
|
|
|
$
|
2.79
|
|
Diluted Earnings Per Share from Discontinued Operations
|
|
0.03
|
|
|
0.10
|
|
|
0.03
|
|
|||
DILUTED EARNINGS PER SHARE
|
|
$
|
3.14
|
|
|
$
|
2.89
|
|
|
$
|
2.82
|
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
|
478.9
|
|
|
482.7
|
|
|
487.3
|
|
|||
Diluted weighted average shares outstanding
|
|
483.1
|
|
|
487.1
|
|
|
492.2
|
|
Years ended June 30,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,515.9
|
|
|
$
|
1,405.8
|
|
|
$
|
1,388.5
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Currency translation adjustments
|
|
59.9
|
|
|
(2.4
|
)
|
|
(141.1
|
)
|
|||
|
|
|
|
|
|
|
||||||
Unrealized net gains/(losses) on available-for-sale securities
|
|
53.5
|
|
|
(394.6
|
)
|
|
158.1
|
|
|||
Tax effect
|
|
(18.2
|
)
|
|
138.5
|
|
|
(54.4
|
)
|
|||
Reclassification of net gains on available-for-sale securities to net earnings
|
|
(16.5
|
)
|
|
(28.6
|
)
|
|
(18.6
|
)
|
|||
Tax effect
|
|
6.1
|
|
|
10.1
|
|
|
6.4
|
|
|||
|
|
|
|
|
|
|
||||||
Pension net gains/(losses) arising during the period
|
|
102.8
|
|
|
68.2
|
|
|
(149.7
|
)
|
|||
Tax effect
|
|
(39.7
|
)
|
|
(25.7
|
)
|
|
52.3
|
|
|||
Reclassification of pension liability adjustment to net earnings
|
|
20.7
|
|
|
31.7
|
|
|
15.5
|
|
|||
Tax effect
|
|
(5.8
|
)
|
|
(12.0
|
)
|
|
(5.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income/(loss), net of tax
|
|
162.8
|
|
|
(214.8
|
)
|
|
(136.9
|
)
|
|||
Comprehensive income
|
|
$
|
1,678.7
|
|
|
$
|
1,191.0
|
|
|
$
|
1,251.6
|
|
June 30,
|
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents (A) (B)
|
|
$
|
1,983.6
|
|
|
$
|
1,699.1
|
|
Short-term marketable securities (B)
|
|
2,032.2
|
|
|
28.0
|
|
||
Accounts receivable, net
|
|
1,800.4
|
|
|
1,595.3
|
|
||
Other current assets
|
|
759.2
|
|
|
646.6
|
|
||
Assets of discontinued operations
|
|
—
|
|
|
16.7
|
|
||
Total current assets before funds held for clients
|
|
6,575.4
|
|
|
3,985.7
|
|
||
Funds held for clients
|
|
19,258.0
|
|
|
22,228.8
|
|
||
Total current assets
|
|
25,833.4
|
|
|
26,214.5
|
|
||
Long-term marketable securities (A)
|
|
54.1
|
|
|
314.0
|
|
||
Long-term receivables, net
|
|
155.4
|
|
|
138.7
|
|
||
Property, plant and equipment, net
|
|
777.4
|
|
|
728.6
|
|
||
Other assets
|
|
1,485.3
|
|
|
1,189.9
|
|
||
Goodwill
|
|
3,113.8
|
|
|
3,039.2
|
|
||
Intangible assets, net
|
|
632.3
|
|
|
643.2
|
|
||
Total assets
|
|
$
|
32,051.7
|
|
|
$
|
32,268.1
|
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
169.7
|
|
|
$
|
156.5
|
|
Accrued expenses and other current liabilities
|
|
1,314.9
|
|
|
1,178.3
|
|
||
Accrued payroll and payroll-related expenses
|
|
707.1
|
|
|
631.3
|
|
||
Dividends payable
|
|
226.9
|
|
|
206.7
|
|
||
Short-term deferred revenues
|
|
332.6
|
|
|
314.6
|
|
||
Obligations under reverse repurchase agreements (A)
|
|
—
|
|
|
245.9
|
|
||
Obligations under commercial paper borrowings (B)
|
|
2,173.0
|
|
|
—
|
|
||
Income taxes payable
|
|
20.4
|
|
|
39.0
|
|
||
Liabilities of discontinued operations
|
|
—
|
|
|
4.2
|
|
||
Total current liabilities before client funds obligations
|
|
4,944.6
|
|
|
2,776.5
|
|
||
Client funds obligations
|
|
18,963.4
|
|
|
21,956.3
|
|
||
Total current liabilities
|
|
23,908.0
|
|
|
24,732.8
|
|
||
Long-term debt
|
|
11.5
|
|
|
14.7
|
|
||
Other liabilities
|
|
660.0
|
|
|
603.1
|
|
||
Deferred income taxes
|
|
288.8
|
|
|
234.4
|
|
||
Long-term deferred revenues
|
|
513.2
|
|
|
493.2
|
|
||
Total liabilities
|
|
25,381.5
|
|
|
26,078.2
|
|
||
|
|
|
|
|
||||
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, 2014
and 2013; outstanding, 480.2 and 482.6 shares at June 30, 2014 and June 30, 2013, respectively
|
|
63.9
|
|
|
63.9
|
|
||
Capital in excess of par value
|
|
545.2
|
|
|
456.9
|
|
||
Retained earnings
|
|
13,632.9
|
|
|
13,020.3
|
|
||
Treasury stock - at cost: 158.5 and 156.1 shares
at June 30, 2014 and June 30, 2013, respectively
|
|
(7,750.0
|
)
|
|
(7,366.6
|
)
|
||
Accumulated other comprehensive income
|
|
178.2
|
|
|
15.4
|
|
||
Total stockholders’ equity
|
|
6,670.2
|
|
|
6,189.9
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
32,051.7
|
|
|
$
|
32,268.1
|
|
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
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
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,515.9
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162.8
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
110.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuances relating to stock
compensation plans
|
|
—
|
|
|
—
|
|
|
(78.6
|
)
|
|
—
|
|
|
314.5
|
|
|
—
|
|
|||||
Tax benefits from stock compensation plans
|
|
—
|
|
|
—
|
|
|
56.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Treasury stock acquired (9.0 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(697.9
|
)
|
|
—
|
|
|||||
Dividends ($1.88 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(903.3
|
)
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2014
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
545.2
|
|
|
$
|
13,632.9
|
|
|
$
|
(7,750.0
|
)
|
|
$
|
178.2
|
|
Years ended June 30,
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,515.9
|
|
|
$
|
1,405.8
|
|
|
$
|
1,388.5
|
|
Adjustments to reconcile net earnings to cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
336.2
|
|
|
316.7
|
|
|
319.3
|
|
|||
Deferred income taxes
|
|
(50.3
|
)
|
|
24.7
|
|
|
36.1
|
|
|||
Stock-based compensation expense
|
|
138.4
|
|
|
96.4
|
|
|
94.1
|
|
|||
Net pension expense
|
|
29.7
|
|
|
43.7
|
|
|
36.7
|
|
|||
Net realized gain from the sales of marketable securities
|
|
(16.5
|
)
|
|
(28.6
|
)
|
|
(24.4
|
)
|
|||
Net amortization of premiums and accretion of discounts on available-for-sale securities
|
|
94.4
|
|
|
79.3
|
|
|
60.0
|
|
|||
Impairment losses on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|||
Impairment losses on assets held for sale
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|||
Goodwill impairment
|
|
—
|
|
|
42.7
|
|
|
—
|
|
|||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(66.0
|
)
|
|||
Gains on sales of buildings
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|||
Gain on sale of discontinued businesses, net of tax
|
|
(10.5
|
)
|
|
(36.7
|
)
|
|
—
|
|
|||
Other
|
|
(21.6
|
)
|
|
8.4
|
|
|
14.6
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions
|
|
|
|
|
|
|
|
|
||||
and divestitures of businesses:
|
|
|
|
|
|
|
|
|
||||
Increase in accounts receivable
|
|
(204.0
|
)
|
|
(218.2
|
)
|
|
(41.7
|
)
|
|||
Increase in other assets
|
|
(253.2
|
)
|
|
(283.5
|
)
|
|
(71.7
|
)
|
|||
Increase / (decrease) in accounts payable
|
|
9.7
|
|
|
(10.1
|
)
|
|
10.3
|
|
|||
Increase in accrued expenses and other liabilities
|
|
253.0
|
|
|
135.4
|
|
|
134.5
|
|
|||
Operating activities of discontinued operations
|
|
0.2
|
|
|
3.4
|
|
|
11.9
|
|
|||
Net cash flows provided by operating activities
|
|
1,821.4
|
|
|
1,577.2
|
|
|
1,910.2
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
||||
Purchases of corporate and client funds marketable securities
|
|
(3,414.9
|
)
|
|
(4,902.6
|
)
|
|
(5,113.5
|
)
|
|||
Proceeds from the sales and maturities of corporate and client funds marketable securities
|
|
2,059.5
|
|
|
3,638.6
|
|
|
3,962.2
|
|
|||
Net decrease / (increase) in restricted cash and cash equivalents held to satisfy client funds obligations
|
|
2,537.8
|
|
|
(161.0
|
)
|
|
4,855.0
|
|
|||
Capital expenditures
|
|
(216.6
|
)
|
|
(174.6
|
)
|
|
(140.1
|
)
|
|||
Additions to intangibles
|
|
(151.1
|
)
|
|
(108.3
|
)
|
|
(109.5
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
|
(25.7
|
)
|
|
(42.0
|
)
|
|
(265.7
|
)
|
|||
Proceeds from the sale of property, plant, and equipment and other assets
|
|
0.4
|
|
|
10.0
|
|
|
71.6
|
|
|||
Investing activities of discontinued operations
|
|
(0.5
|
)
|
|
(0.6
|
)
|
|
—
|
|
|||
Proceeds from the sale of businesses included in discontinued operations
|
|
24.4
|
|
|
161.4
|
|
|
—
|
|
|||
Other
|
|
—
|
|
|
0.7
|
|
|
(16.4
|
)
|
|||
Net cash flows provided by (used in) investing activities
|
|
813.3
|
|
|
(1,578.4
|
)
|
|
3,243.6
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
||||
Net (decrease) / increase in client funds obligations
|
|
(2,989.5
|
)
|
|
1,138.5
|
|
|
(3,726.6
|
)
|
|||
Payments of debt
|
|
(3.3
|
)
|
|
(17.5
|
)
|
|
(2.0
|
)
|
|||
Repurchases of common stock
|
|
(667.3
|
)
|
|
(647.3
|
)
|
|
(741.3
|
)
|
|||
Proceeds from stock purchase plan and exercises of stock options
|
|
219.1
|
|
|
235.3
|
|
|
250.0
|
|
|||
Dividends paid
|
|
(883.1
|
)
|
|
(805.5
|
)
|
|
(739.7
|
)
|
|||
Net (repayments of) / proceeds from reverse repurchase agreements
|
|
(245.9
|
)
|
|
245.9
|
|
|
—
|
|
|||
Net proceeds from issuance of commercial paper
|
|
2,173.0
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
38.8
|
|
|
1.6
|
|
|
5.7
|
|
|||
Net cash flows (used in) / provided by financing activities
|
|
(2,358.2
|
)
|
|
151.0
|
|
|
(4,953.9
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
8.0
|
|
|
1.2
|
|
|
(41.2
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
|
284.5
|
|
|
151.0
|
|
|
158.7
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents of continuing operations, beginning of period
|
|
1,699.1
|
|
|
1,548.1
|
|
|
1,389.4
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents of continuing operations, end of period
|
|
$
|
1,983.6
|
|
|
$
|
1,699.1
|
|
|
$
|
1,548.1
|
|
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
|
||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,502.6
|
|
|
|
|
|
|
|
|
$
|
1,502.6
|
|
Weighted average shares (in millions)
|
|
478.9
|
|
|
2.7
|
|
|
1.5
|
|
|
483.1
|
|
||
EPS from continuing operations
|
|
$
|
3.14
|
|
|
|
|
|
|
|
|
$
|
3.11
|
|
|
|
|
|
|
|
|
|
|
||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,358.1
|
|
|
|
|
|
|
|
|
$
|
1,358.1
|
|
Weighted average shares (in millions)
|
|
482.7
|
|
|
3.3
|
|
|
1.1
|
|
|
487.1
|
|
||
EPS from continuing operations
|
|
$
|
2.81
|
|
|
|
|
|
|
|
|
$
|
2.79
|
|
|
|
|
|
|
|
|
|
|
||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,375.2
|
|
|
|
|
|
|
|
|
$
|
1,375.2
|
|
Weighted average shares (in millions)
|
|
487.3
|
|
|
3.8
|
|
|
1.1
|
|
|
492.2
|
|
||
EPS from continuing operations
|
|
$
|
2.82
|
|
|
|
|
|
|
|
|
$
|
2.79
|
|
Years ended June 30,
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest income on corporate funds
|
|
$
|
(56.2
|
)
|
|
$
|
(64.5
|
)
|
|
$
|
(85.2
|
)
|
Realized gains on available-for-sale securities
|
|
(20.4
|
)
|
|
(32.1
|
)
|
|
(32.1
|
)
|
|||
Realized losses on available-for-sale securities
|
|
3.9
|
|
|
3.5
|
|
|
7.7
|
|
|||
Impairment losses on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|||
Impairment losses on assets held for sale
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|||
Gains on sales of buildings
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(66.0
|
)
|
|||
Other, net
|
|
(0.2
|
)
|
|
(0.9
|
)
|
|
(3.2
|
)
|
|||
Other income, net
|
|
$
|
(72.9
|
)
|
|
$
|
(96.2
|
)
|
|
$
|
(170.8
|
)
|
Years ended June 30,
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
$
|
13.0
|
|
|
$
|
46.3
|
|
|
$
|
69.8
|
|
|
|
|
|
|
|
|
||||||
Earnings from discontinued operations before income taxes
|
|
3.9
|
|
|
16.2
|
|
|
20.4
|
|
|||
Provision for income taxes
|
|
1.1
|
|
|
5.2
|
|
|
7.1
|
|
|||
Net earnings from discontinued operations before gain on disposal of
discontinued operations
|
|
2.8
|
|
|
11.0
|
|
|
13.3
|
|
|||
|
|
|
|
|
|
|
||||||
Gain on disposal of discontinued operations, less costs to sell
|
|
15.6
|
|
|
58.8
|
|
|
—
|
|
|||
Provision for income taxes
|
|
5.1
|
|
|
22.1
|
|
|
—
|
|
|||
Net gain on disposal of discontinued operations
|
|
10.5
|
|
|
36.7
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net earnings from discontinued operations
|
|
$
|
13.3
|
|
|
$
|
47.7
|
|
|
$
|
13.3
|
|
|
June 30, 2013
|
||
Assets:
|
|
||
Accounts receivable, net
|
$
|
3.0
|
|
Goodwill
|
13.4
|
|
|
Other assets
|
0.3
|
|
|
|
|
||
Total assets
|
$
|
16.7
|
|
|
|
||
Liabilities:
|
|
||
Accounts payable
|
$
|
0.8
|
|
Accrued expenses and other current liabilities
|
0.3
|
|
|
Accrued payroll and payroll related expenses
|
0.8
|
|
|
Deferred revenues
|
1.8
|
|
|
Income taxes payable
|
0.5
|
|
|
|
|
||
Total liabilities
|
$
|
4.2
|
|
|
June 30, 2014
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (A)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
||||||||
Money market securities and other cash equivalents
|
$
|
3,171.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,171.4
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
8,720.1
|
|
|
171.1
|
|
|
(15.0
|
)
|
|
8,876.2
|
|
||||
U.S. Treasury and direct obligations of
U.S. government agencies
|
6,051.4
|
|
|
107.3
|
|
|
(11.7
|
)
|
|
6,147.0
|
|
||||
Asset-backed securities
|
1,822.6
|
|
|
6.1
|
|
|
(6.9
|
)
|
|
1,821.8
|
|
||||
Canadian government obligations and
Canadian government agency obligations |
1,031.4
|
|
|
7.6
|
|
|
(0.8
|
)
|
|
1,038.2
|
|
||||
Canadian provincial bonds
|
747.7
|
|
|
25.3
|
|
|
(2.5
|
)
|
|
770.5
|
|
||||
Municipal bonds
|
543.3
|
|
|
19.4
|
|
|
(0.5
|
)
|
|
562.2
|
|
||||
Other securities
|
915.6
|
|
|
25.7
|
|
|
(0.7
|
)
|
|
940.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total available-for-sale securities
|
19,832.1
|
|
|
362.5
|
|
|
(38.1
|
)
|
|
20,156.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total corporate investments and funds held for clients
|
$
|
23,003.5
|
|
|
$
|
362.5
|
|
|
$
|
(38.1
|
)
|
|
$
|
23,327.9
|
|
|
June 30, 2013
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (B)
|
||||||||
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, 2014
|
||||||||||||||||||||||
|
Securities in unrealized loss position less than 12 months
|
|
Securities in unrealized loss position greater than 12 months
|
|
Total
|
||||||||||||||||||
|
Unrealized
losses |
|
Fair market
value |
|
Unrealized
losses |
|
Fair market
value |
|
Gross
unrealized losses |
|
Fair
market value |
||||||||||||
Corporate bonds
|
$
|
(0.9
|
)
|
|
$
|
313.8
|
|
|
$
|
(14.1
|
)
|
|
$
|
1,026.0
|
|
|
$
|
(15.0
|
)
|
|
$
|
1,339.8
|
|
U.S. Treasury and direct obligations of
U.S. government agencies
|
(0.3
|
)
|
|
84.6
|
|
|
(11.4
|
)
|
|
944.8
|
|
|
(11.7
|
)
|
|
1,029.4
|
|
||||||
Asset-backed securities
|
(0.7
|
)
|
|
325.4
|
|
|
(6.2
|
)
|
|
555.5
|
|
|
(6.9
|
)
|
|
880.9
|
|
||||||
Canadian government obligations and
Canadian government agency obligations |
(0.8
|
)
|
|
127.2
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
127.2
|
|
||||||
Canadian provincial bonds
|
(0.9
|
)
|
|
75.2
|
|
|
(1.6
|
)
|
|
118.6
|
|
|
(2.5
|
)
|
|
193.8
|
|
||||||
Municipal bonds
|
(0.1
|
)
|
|
42.0
|
|
|
(0.4
|
)
|
|
22.6
|
|
|
(0.5
|
)
|
|
64.6
|
|
||||||
Other securities
|
—
|
|
|
13.9
|
|
|
(0.7
|
)
|
|
45.7
|
|
|
(0.7
|
)
|
|
59.6
|
|
||||||
|
$
|
(3.7
|
)
|
|
$
|
982.1
|
|
|
$
|
(34.4
|
)
|
|
$
|
2,713.2
|
|
|
$
|
(38.1
|
)
|
|
$
|
3,695.3
|
|
|
June 30, 2013
|
||||||||||||||||||||||
|
Securities in unrealized loss position less than 12 months
|
|
Securities in unrealized loss position greater than 12 months
|
|
Total
|
||||||||||||||||||
|
Unrealized
losses |
|
Fair market
value |
|
Unrealized
losses |
|
Fair market
value |
|
Gross
unrealized losses |
|
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
|
|
June 30,
|
|
2014
|
|
2013
|
||||
Corporate investments:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,983.6
|
|
|
$
|
1,699.1
|
|
Short-term marketable securities
|
|
2,032.2
|
|
|
28.0
|
|
||
Long-term marketable securities
|
|
54.1
|
|
|
314.0
|
|
||
Total corporate investments
|
|
$
|
4,069.9
|
|
|
$
|
2,041.1
|
|
June 30,
|
|
2014
|
|
2013
|
||||
Funds held for clients:
|
|
|
|
|
||||
Restricted cash and cash equivalents held to satisfy client funds obligations
|
|
$
|
1,187.8
|
|
|
$
|
3,732.1
|
|
Restricted short-term marketable securities held to satisfy client funds obligations
|
|
1,312.5
|
|
|
1,407.7
|
|
||
Restricted long-term marketable securities held to satisfy client funds obligations
|
|
16,757.7
|
|
|
17,089.0
|
|
||
Total funds held for clients
|
|
$
|
19,258.0
|
|
|
$
|
22,228.8
|
|
Due in one year or less
|
$
|
3,344.6
|
|
Due after one year to two years
|
4,600.0
|
|
|
Due after two years to three years
|
3,282.1
|
|
|
Due after three years to four years
|
2,942.1
|
|
|
Due after four years
|
5,987.7
|
|
|
|
|
|
|
Total available-for-sale securities
|
$
|
20,156.5
|
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||
|
Current
|
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Trade receivables
|
$
|
1,767.3
|
|
|
$
|
—
|
|
|
$
|
1,561.1
|
|
|
$
|
—
|
|
Notes receivable
|
94.8
|
|
|
169.9
|
|
|
91.0
|
|
|
154.7
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts - trade receivables
|
(51.0
|
)
|
|
—
|
|
|
(44.9
|
)
|
|
—
|
|
||||
Allowance for doubtful accounts - notes receivable
|
(4.7
|
)
|
|
(8.3
|
)
|
|
(5.3
|
)
|
|
(9.0
|
)
|
||||
Unearned income - notes receivable
|
(6.0
|
)
|
|
(6.2
|
)
|
|
(6.6
|
)
|
|
(7.0
|
)
|
||||
|
$
|
1,800.4
|
|
|
$
|
155.4
|
|
|
$
|
1,595.3
|
|
|
$
|
138.7
|
|
2016
|
|
$
|
73.3
|
|
2017
|
|
$
|
52.6
|
|
2018
|
|
$
|
31.3
|
|
2019
|
|
$
|
12.7
|
|
Total
|
|
$
|
169.9
|
|
|
June 30, 2013
|
||||||||||||||
|
Notes Receivable
|
|
Reserve
|
||||||||||||
|
Current
|
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Specifically reserved
|
$
|
0.3
|
|
|
$
|
0.5
|
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
Non-specifically reserved
|
90.7
|
|
|
154.2
|
|
|
5.0
|
|
|
8.5
|
|
||||
|
$
|
91.0
|
|
|
$
|
154.7
|
|
|
$
|
5.3
|
|
|
$
|
9.0
|
|
|
Current
|
|
Long-term
|
||||
Balance at June 30, 2012
|
$
|
5.4
|
|
|
$
|
8.8
|
|
Net incremental provision
|
0.8
|
|
|
1.2
|
|
||
Recoveries
|
—
|
|
|
0.2
|
|
||
Chargeoffs
|
(0.9
|
)
|
|
(1.2
|
)
|
||
Balance at June 30, 2013
|
$
|
5.3
|
|
|
$
|
9.0
|
|
Net incremental provision
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Recoveries
|
0.2
|
|
|
0.2
|
|
||
Chargeoffs
|
(0.7
|
)
|
|
(0.8
|
)
|
||
Balance at June 30, 2014
|
$
|
4.7
|
|
|
$
|
8.3
|
|
June 30,
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Property, plant, and equipment:
|
|
|
|
|
||||
Land and buildings
|
|
$
|
749.2
|
|
|
$
|
731.7
|
|
Data processing equipment
|
|
863.8
|
|
|
849.5
|
|
||
Furniture, leaseholds, and other
|
|
512.7
|
|
|
459.5
|
|
||
|
|
2,125.7
|
|
|
2,040.7
|
|
||
Less: accumulated depreciation
|
|
(1,348.3
|
)
|
|
(1,312.1
|
)
|
||
Property, plant, and equipment, net
|
|
$
|
777.4
|
|
|
$
|
728.6
|
|
|
Employer
Services
|
|
PEO
Services
|
|
Dealer
Services
|
|
Total
|
||||||||
Balance at June 30, 2012
|
$
|
1,874.2
|
|
|
$
|
4.8
|
|
|
$
|
1,169.6
|
|
|
$
|
3,048.6
|
|
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
|
$
|
1,865.4
|
|
|
$
|
4.8
|
|
|
$
|
1,169.0
|
|
|
$
|
3,039.2
|
|
Additions and other adjustments, net
|
0.3
|
|
|
—
|
|
|
23.8
|
|
|
24.1
|
|
||||
Currency translation adjustments
|
16.7
|
|
|
—
|
|
|
33.8
|
|
|
50.5
|
|
||||
Balance at June 30, 2014
|
$
|
1,882.4
|
|
|
$
|
4.8
|
|
|
$
|
1,226.6
|
|
|
$
|
3,113.8
|
|
June 30,
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Intangible assets:
|
|
|
|
|
||||
Software and software licenses
|
|
$
|
1,626.9
|
|
|
$
|
1,511.1
|
|
Customer contracts and lists
|
|
870.1
|
|
|
848.9
|
|
||
Other intangibles
|
|
241.4
|
|
|
241.7
|
|
||
|
|
2,738.4
|
|
|
2,601.7
|
|
||
Less accumulated amortization:
|
|
|
|
|
|
|
||
Software and software licenses
|
|
(1,318.4
|
)
|
|
(1,239.5
|
)
|
||
Customer contracts and lists
|
|
(591.2
|
)
|
|
(534.3
|
)
|
||
Other intangibles
|
|
(196.5
|
)
|
|
(184.7
|
)
|
||
|
|
(2,106.1
|
)
|
|
(1,958.5
|
)
|
||
Intangible assets, net
|
|
$
|
632.3
|
|
|
$
|
643.2
|
|
|
Amount
|
||
Twelve months ending June 30, 2015
|
$
|
162.9
|
|
Twelve months ending June 30, 2016
|
$
|
132.4
|
|
Twelve months ending June 30, 2017
|
$
|
96.6
|
|
Twelve months ending June 30, 2018
|
$
|
56.8
|
|
Twelve months ending June 30, 2019
|
$
|
45.1
|
|
•
|
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 time-based restricted stock units granted prior to fiscal 2013 are subject to vesting periods of up to
five years
and awards granted in fiscal 2013 and later 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
to
three
year performance period and a subsequent service period of up 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,
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating expenses
|
|
$
|
25.7
|
|
|
$
|
17.9
|
|
|
$
|
17.2
|
|
Selling, general and administrative expenses
|
|
93.7
|
|
|
64.0
|
|
|
62.6
|
|
|||
System development and programming costs
|
|
19.0
|
|
|
14.5
|
|
|
14.3
|
|
|||
Total pretax stock-based compensation expense
|
|
$
|
138.4
|
|
|
$
|
96.4
|
|
|
$
|
94.1
|
|
|
|
|
|
|
|
|
||||||
Income tax benefit
|
|
$
|
49.5
|
|
|
$
|
34.3
|
|
|
$
|
33.5
|
|
Year ended June 30, 2014
|
|
Number
of Options
(in thousands)
|
|
Weighted
Average Price
(in dollars)
|
|||
Options outstanding, beginning of year
|
|
11,110
|
|
|
$
|
44
|
|
Options granted
|
|
1,489
|
|
|
$
|
79
|
|
Options exercised
|
|
(4,485
|
)
|
|
$
|
41
|
|
Options canceled
|
|
(183
|
)
|
|
$
|
48
|
|
Options outstanding, end of year
|
|
7,931
|
|
|
$
|
52
|
|
Options exercisable, end of year
|
|
5,005
|
|
|
$
|
42
|
|
Shares available for future grants, end of year
|
|
27,153
|
|
|
|
||
Shares reserved for issuance under stock option plans, end of year
|
|
35,084
|
|
|
|
Year ended June 30, 2014
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Restricted shares/units outstanding at July 1, 2013
|
|
1,313
|
|
|
280
|
|
Restricted shares/units granted
|
|
1,290
|
|
|
308
|
|
Restricted shares/units vested
|
|
(167
|
)
|
|
—
|
|
Restricted shares/units forfeited
|
|
(95
|
)
|
|
(17
|
)
|
Restricted shares/units outstanding at June 30, 2014
|
|
2,341
|
|
|
571
|
|
Year ended June 30, 2014
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Restricted shares/units outstanding at July 1, 2013
|
|
521
|
|
|
38
|
|
Restricted shares/units granted
|
|
599
|
|
|
307
|
|
Restricted shares/units vested
|
|
(264
|
)
|
|
(22
|
)
|
Restricted shares/units forfeited
|
|
(53
|
)
|
|
(5
|
)
|
Restricted shares/units outstanding at June 30, 2014
|
|
803
|
|
|
318
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Risk-free interest rate
|
1.5% - 1.7%
|
|
|
0.8% - 1.0%
|
|
|
0.8% - 1.0%
|
|
|||
Dividend yield
|
2.3% - 2.4%
|
|
|
2.7% - 2.9%
|
|
|
2.8% - 3.1%
|
|
|||
Weighted average volatility factor
|
23.8
|
%
|
|
23.5% - 24.4%
|
|
|
24.9% - 25.9%
|
|
|||
Weighted average expected life (in years)
|
5.4
|
|
|
5.3 - 5.4
|
|
|
5.2 - 5.3
|
|
|||
Weighted average fair value (in dollars)
|
$
|
13.53
|
|
|
$
|
8.63
|
|
|
$
|
8.46
|
|
Year ended June 30,
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Performance-based restricted stock
|
$
|
60.38
|
|
|
$
|
55.13
|
|
|
$
|
44.33
|
|
Time-based restricted stock
|
$
|
71.50
|
|
|
$
|
58.72
|
|
|
$
|
54.40
|
|
June 30,
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
1,676.1
|
|
|
$
|
1,469.5
|
|
Actual return on plan assets
|
|
311.1
|
|
|
121.0
|
|
||
Employer contributions
|
|
84.7
|
|
|
135.3
|
|
||
Currency translation adjustments
|
|
4.2
|
|
|
(1.5
|
)
|
||
Benefits paid
|
|
(52.0
|
)
|
|
(48.2
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
2,024.1
|
|
|
$
|
1,676.1
|
|
|
|
|
|
|
||||
Change in benefit obligation:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
1,427.8
|
|
|
$
|
1,412.1
|
|
Service cost
|
|
66.4
|
|
|
67.2
|
|
||
Interest cost
|
|
62.6
|
|
|
55.1
|
|
||
Actuarial losses/(gains)
|
|
87.2
|
|
|
(58.6
|
)
|
||
Currency translation adjustments
|
|
6.7
|
|
|
0.2
|
|
||
Benefits paid
|
|
(52.0
|
)
|
|
(48.2
|
)
|
||
Projected benefit obligation at end of year
|
|
$
|
1,598.7
|
|
|
$
|
1,427.8
|
|
|
|
|
|
|
||||
Funded status - plan assets less benefit obligations
|
|
$
|
425.4
|
|
|
$
|
248.3
|
|
June 30,
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
551.4
|
|
|
$
|
362.6
|
|
Current liabilities
|
|
(5.6
|
)
|
|
(4.7
|
)
|
||
Noncurrent liabilities
|
|
(120.4
|
)
|
|
(109.6
|
)
|
||
Net amount recognized
|
|
$
|
425.4
|
|
|
$
|
248.3
|
|
June 30,
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
142.6
|
|
|
$
|
127.7
|
|
Accumulated benefit obligation
|
|
$
|
127.8
|
|
|
$
|
115.3
|
|
Fair value of plan assets
|
|
$
|
16.7
|
|
|
$
|
14.2
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Service cost – benefits earned during the period
|
|
$
|
66.4
|
|
|
$
|
67.2
|
|
|
$
|
57.2
|
|
Interest cost on projected benefits
|
|
62.6
|
|
|
55.1
|
|
|
62.1
|
|
|||
Expected return on plan assets
|
|
(119.4
|
)
|
|
(109.5
|
)
|
|
(97.6
|
)
|
|||
Net amortization and deferral
|
|
20.1
|
|
|
30.9
|
|
|
15.0
|
|
|||
Net pension expense
|
|
$
|
29.7
|
|
|
$
|
43.7
|
|
|
$
|
36.7
|
|
Years ended June 30,
|
|
2014
|
|
2013
|
||
|
|
|
|
|
||
Discount rate
|
|
4.05
|
%
|
|
4.50
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
Years ended June 30,
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.50
|
%
|
|
3.90
|
%
|
|
5.40
|
%
|
Expected long-term rate of return on assets
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
|
2014
|
|
2013
|
||
|
|
|
|
|
||
U.S. fixed income securities
|
|
33
|
%
|
|
31
|
%
|
U.S. equity securities
|
|
20
|
%
|
|
21
|
%
|
International equity securities
|
|
21
|
%
|
|
21
|
%
|
Global equity securities
|
|
26
|
%
|
|
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
|
|
$
|
—
|
|
|
$
|
1,261.1
|
|
|
$
|
—
|
|
|
$
|
1,261.1
|
|
U.S. government securities
|
|
—
|
|
|
271.9
|
|
|
—
|
|
|
271.9
|
|
||||
Mutual funds
|
|
88.2
|
|
|
—
|
|
|
—
|
|
|
88.2
|
|
||||
Corporate and municipal bonds
|
|
—
|
|
|
368.3
|
|
|
—
|
|
|
368.3
|
|
||||
Mortgage-backed security bonds
|
|
—
|
|
|
22.9
|
|
|
—
|
|
|
22.9
|
|
||||
Total pension assets
|
|
$
|
88.2
|
|
|
$
|
1,924.2
|
|
|
$
|
—
|
|
|
$
|
2,012.4
|
|
|
|
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
|
|
Years ended June 30,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Earnings from continuing operations before income taxes:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,960.3
|
|
|
$
|
1,757.6
|
|
|
$
|
1,874.4
|
|
Foreign
|
|
314.3
|
|
|
318.5
|
|
|
227.3
|
|
|||
|
|
$
|
2,274.6
|
|
|
$
|
2,076.1
|
|
|
$
|
2,101.7
|
|
Years ended June 30,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
666.6
|
|
|
$
|
539.2
|
|
|
$
|
537.6
|
|
Foreign
|
|
92.2
|
|
|
103.6
|
|
|
85.4
|
|
|||
State
|
|
63.5
|
|
|
50.5
|
|
|
67.4
|
|
|||
Total current
|
|
822.3
|
|
|
693.3
|
|
|
690.4
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(35.4
|
)
|
|
35.2
|
|
|
48.4
|
|
|||
Foreign
|
|
(19.2
|
)
|
|
(14.9
|
)
|
|
(9.1
|
)
|
|||
State
|
|
4.3
|
|
|
4.4
|
|
|
(3.2
|
)
|
|||
Total deferred
|
|
(50.3
|
)
|
|
24.7
|
|
|
36.1
|
|
|||
Total provision for income taxes
|
|
$
|
772.0
|
|
|
$
|
718.0
|
|
|
$
|
726.5
|
|
Years ended June 30,
|
|
2014
|
|
%
|
|
2013
|
|
%
|
|
2012
|
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Provision for taxes at U.S. statutory rate
|
|
$
|
796.1
|
|
|
35.0
|
|
|
$
|
726.7
|
|
|
35.0
|
|
|
$
|
735.7
|
|
|
35.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Increase (decrease) in provision from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State taxes, net of federal tax benefit
|
|
44.2
|
|
|
1.9
|
|
|
35.3
|
|
|
1.7
|
|
|
37.6
|
|
|
1.8
|
|
|||
U.S. tax on foreign income
|
|
26.8
|
|
|
1.2
|
|
|
85.3
|
|
|
4.2
|
|
|
51.4
|
|
|
2.5
|
|
|||
Utilization of foreign tax credits
|
|
(27.5
|
)
|
|
(1.2
|
)
|
|
(94.4
|
)
|
|
(4.6
|
)
|
|
(51.7
|
)
|
|
(2.5
|
)
|
|||
Section 199 - Qualified production activities
|
|
(23.0
|
)
|
|
(1.0
|
)
|
|
(22.3
|
)
|
|
(1.1
|
)
|
|
(22.4
|
)
|
|
(1.1
|
)
|
|||
Other (A)
|
|
(44.6
|
)
|
|
(2.0
|
)
|
|
(12.6
|
)
|
|
(0.6
|
)
|
|
(24.1
|
)
|
|
(1.1
|
)
|
|||
|
|
$
|
772.0
|
|
|
33.9
|
|
|
$
|
718.0
|
|
|
34.6
|
|
|
$
|
726.5
|
|
|
34.6
|
|
Years ended June 30,
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses not currently deductible
|
|
$
|
248.0
|
|
|
$
|
223.4
|
|
Stock-based compensation expense
|
|
87.3
|
|
|
84.1
|
|
||
Net operating losses
|
|
79.7
|
|
|
97.6
|
|
||
Other
|
|
36.4
|
|
|
39.5
|
|
||
|
|
451.4
|
|
|
444.6
|
|
||
Less: valuation allowances
|
|
(44.0
|
)
|
|
(48.8
|
)
|
||
Deferred tax assets, net
|
|
$
|
407.4
|
|
|
$
|
395.8
|
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Prepaid retirement benefits
|
|
$
|
183.7
|
|
|
$
|
146.2
|
|
Deferred revenue
|
|
71.9
|
|
|
62.9
|
|
||
Fixed and intangible assets
|
|
203.1
|
|
|
235.3
|
|
||
Prepaid expenses
|
|
100.7
|
|
|
88.9
|
|
||
Unrealized investment gains, net
|
|
112.3
|
|
|
99.8
|
|
||
Tax on unrepatriated earnings
|
|
14.1
|
|
|
12.3
|
|
||
Other
|
|
1.9
|
|
|
7.3
|
|
||
Deferred tax liabilities
|
|
$
|
687.7
|
|
|
$
|
652.7
|
|
Net deferred tax liabilities
|
|
$
|
280.3
|
|
|
$
|
256.9
|
|
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
Fiscal 2012
|
||||||
|
|
|
|
|
|
|
||||||
Unrecognized tax benefits at beginning of the year
|
|
$
|
70.7
|
|
|
$
|
84.7
|
|
|
$
|
105.7
|
|
Additions for tax positions
|
|
3.6
|
|
|
5.0
|
|
|
8.0
|
|
|||
Reductions for tax positions
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||
Additions for tax positions of prior periods
|
|
7.0
|
|
|
5.3
|
|
|
13.0
|
|
|||
Reductions for tax positions of prior periods
|
|
(7.4
|
)
|
|
(3.7
|
)
|
|
(21.6
|
)
|
|||
Settlement with tax authorities
|
|
(4.4
|
)
|
|
(12.0
|
)
|
|
(4.2
|
)
|
|||
Expiration of the statute of limitations
|
|
(13.7
|
)
|
|
(9.7
|
)
|
|
(9.8
|
)
|
|||
Impact of foreign exchange rate fluctuations
|
|
0.9
|
|
|
1.1
|
|
|
(5.6
|
)
|
|||
Unrecognized tax benefit at end of year
|
|
$
|
56.7
|
|
|
$
|
70.7
|
|
|
$
|
84.7
|
|
Taxing Jurisdiction
|
|
Fiscal Years under Examination
|
U.S. (IRS)
|
|
2013-2014
|
Arizona
|
|
1998-2007
|
Illinois
|
|
2004-2011
|
Minnesota
|
|
2005-2012
|
New York
|
|
2007-2009
|
New Jersey
|
|
2002-2009
|
Years ending June 30,
|
|
||
|
|
||
2015
|
$
|
209.9
|
|
2016
|
147.3
|
|
|
2017
|
87.9
|
|
|
2018
|
53.2
|
|
|
2019
|
29.8
|
|
|
Thereafter
|
32.6
|
|
|
|
$
|
560.7
|
|
|
|
Currency Translation Adjustment
|
|
Net Gains on Available-for-sale Securities
|
|
|
Pension Liability
|
|
|
Accumulated Other Comprehensive Income
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at June 30, 2012
|
|
42.0
|
|
|
461.3
|
|
|
|
(273.1
|
)
|
|
|
230.2
|
|
||||
Other comprehensive (loss) income before
reclassification adjustments |
|
(2.4
|
)
|
|
(394.6
|
)
|
|
|
68.2
|
|
|
|
(328.8
|
)
|
||||
Tax effect
|
|
—
|
|
|
138.5
|
|
|
|
(25.7
|
)
|
|
|
112.8
|
|
||||
Reclassification adjustments to net earnings
|
|
—
|
|
|
(28.6
|
)
|
(B)
|
|
31.7
|
|
(C)
|
|
3.1
|
|
||||
Tax effect
|
|
—
|
|
|
10.1
|
|
|
|
(12.0
|
)
|
|
|
(1.9
|
)
|
||||
Balance at June 30, 2013
|
|
$
|
39.6
|
|
|
$
|
186.7
|
|
|
|
$
|
(210.9
|
)
|
|
|
$
|
15.4
|
|
Other comprehensive income before
reclassification adjustments
|
|
58.4
|
|
|
53.5
|
|
|
|
102.8
|
|
|
|
214.7
|
|
||||
Tax effect
|
|
—
|
|
|
(18.2
|
)
|
|
|
(39.7
|
)
|
|
|
(57.9
|
)
|
||||
Reclassification adjustments to
net earnings
|
|
1.5
|
|
(A)
|
(16.5
|
)
|
(B)
|
|
20.7
|
|
(C)
|
|
5.7
|
|
||||
Tax effect
|
|
—
|
|
|
6.1
|
|
|
|
(5.8
|
)
|
|
|
0.3
|
|
||||
Balance at June 30, 2014
|
|
$
|
99.5
|
|
|
$
|
211.6
|
|
|
|
$
|
(132.9
|
)
|
|
|
$
|
178.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Employer Services
|
|
PEO Services
|
|
Dealer Services
|
|
Other
|
|
Client Fund Interest
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues from continuing
operations
|
|
$
|
8,535.2
|
|
|
$
|
2,270.9
|
|
|
$
|
1,951.4
|
|
|
$
|
(0.9
|
)
|
|
$
|
(550.1
|
)
|
|
$
|
12,206.5
|
|
Earnings from continuing
operations before income taxes
|
|
2,517.8
|
|
|
234.3
|
|
|
428.1
|
|
|
(355.5
|
)
|
|
(550.1
|
)
|
|
2,274.6
|
|
||||||
Assets from continuing
operations
|
|
21,382.2
|
|
|
472.6
|
|
|
733.0
|
|
|
9,463.9
|
|
|
—
|
|
|
32,051.7
|
|
||||||
Capital expenditures
from continuing operations
|
|
59.7
|
|
|
0.9
|
|
|
43.6
|
|
|
114.5
|
|
|
—
|
|
|
218.7
|
|
||||||
Depreciation and amortization
|
|
152.4
|
|
|
1.2
|
|
|
64.7
|
|
|
117.9
|
|
|
—
|
|
|
336.2
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues from continuing
operations
|
|
$
|
7,924.9
|
|
|
$
|
1,973.2
|
|
|
$
|
1,820.2
|
|
|
$
|
1.7
|
|
|
$
|
(432.4
|
)
|
|
$
|
11,287.6
|
|
Earnings from continuing
operations before income taxes
|
|
2,216.8
|
|
|
199.7
|
|
|
375.3
|
|
|
(283.3
|
)
|
|
(432.4
|
)
|
|
2,076.1
|
|
||||||
Assets from continuing
operations
|
|
24,158.2
|
|
|
411.4
|
|
|
696.8
|
|
|
6,985.0
|
|
|
—
|
|
|
32,251.4
|
|
||||||
Capital expenditures
from continuing operations
|
|
57.9
|
|
|
0.6
|
|
|
35.1
|
|
|
81.2
|
|
|
—
|
|
|
174.8
|
|
||||||
Depreciation and amortization
|
|
132.2
|
|
|
1.2
|
|
|
61.2
|
|
|
122.1
|
|
|
—
|
|
|
316.7
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues from continuing
operations
|
|
$
|
7,449.4
|
|
|
$
|
1,771.4
|
|
|
$
|
1,676.2
|
|
|
$
|
5.5
|
|
|
$
|
(307.1
|
)
|
|
$
|
10,595.4
|
|
Earnings from continuing
operations before income taxes
|
|
2,054.6
|
|
|
171.1
|
|
|
322.1
|
|
|
(139.0
|
)
|
|
(307.1
|
)
|
|
2,101.7
|
|
||||||
Assets from continuing
operations
|
|
23,308.0
|
|
|
376.5
|
|
|
685.9
|
|
|
6,303.2
|
|
|
—
|
|
|
30,673.6
|
|
||||||
Capital expenditures
from continuing operations
|
|
39.9
|
|
|
1.2
|
|
|
39.7
|
|
|
65.4
|
|
|
—
|
|
|
146.2
|
|
||||||
Depreciation and amortization
|
|
127.0
|
|
|
1.0
|
|
|
57.7
|
|
|
133.6
|
|
|
—
|
|
|
319.3
|
|
|
|
United States
|
|
Europe
|
|
Canada
|
|
Other
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
9,890.2
|
|
|
$
|
1,387.1
|
|
|
$
|
437.9
|
|
|
$
|
491.3
|
|
|
$
|
12,206.5
|
|
Assets from continuing operations
|
|
$
|
26,529.3
|
|
|
$
|
2,724.9
|
|
|
$
|
2,228.1
|
|
|
$
|
569.4
|
|
|
$
|
32,051.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
9,114.9
|
|
|
$
|
1,279.1
|
|
|
$
|
442.4
|
|
|
$
|
451.2
|
|
|
$
|
11,287.6
|
|
Assets from continuing operations
|
|
$
|
27,327.0
|
|
|
$
|
2,261.2
|
|
|
$
|
2,166.0
|
|
|
$
|
497.2
|
|
|
$
|
32,251.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
8,493.3
|
|
|
$
|
1,269.8
|
|
|
$
|
426.9
|
|
|
$
|
405.4
|
|
|
$
|
10,595.4
|
|
Assets from continuing operations
|
|
$
|
26,201.9
|
|
|
$
|
1,969.7
|
|
|
$
|
2,111.7
|
|
|
$
|
390.3
|
|
|
$
|
30,673.6
|
|
|
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter (A)
|
||||||||
Year ended June 30, 2014
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
2,834.8
|
|
|
$
|
2,977.9
|
|
|
$
|
3,320.0
|
|
|
$
|
3,073.7
|
|
Costs of revenues
|
|
$
|
1,721.7
|
|
|
$
|
1,769.8
|
|
|
$
|
1,884.4
|
|
|
$
|
1,845.6
|
|
Gross profit
|
|
$
|
1,113.1
|
|
|
$
|
1,208.1
|
|
|
$
|
1,435.6
|
|
|
$
|
1,228.1
|
|
Net earnings from continuing operations
|
|
$
|
327.7
|
|
|
$
|
375.8
|
|
|
$
|
510.4
|
|
|
$
|
288.7
|
|
Basic earnings per share from continuing operations
|
|
$
|
0.68
|
|
|
$
|
0.79
|
|
|
$
|
1.07
|
|
|
$
|
0.60
|
|
Diluted earnings per share from continuing operations
|
|
$
|
0.68
|
|
|
$
|
0.78
|
|
|
$
|
1.06
|
|
|
$
|
0.60
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter (B)
|
||||||||
Year ended June 30, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
2,632.7
|
|
|
$
|
2,742.8
|
|
|
$
|
3,109.3
|
|
|
$
|
2,802.8
|
|
Costs of revenues
|
|
$
|
1,583.7
|
|
|
$
|
1,621.6
|
|
|
$
|
1,743.2
|
|
|
$
|
1,689.9
|
|
Gross profit
|
|
$
|
1,049.0
|
|
|
$
|
1,121.2
|
|
|
$
|
1,366.1
|
|
|
$
|
1,112.9
|
|
Net earnings from continuing operations
|
|
$
|
301.7
|
|
|
$
|
350.9
|
|
|
$
|
481.6
|
|
|
$
|
224.0
|
|
Basic earnings per share from continuing operations
|
|
$
|
0.62
|
|
|
$
|
0.73
|
|
|
$
|
1.00
|
|
|
$
|
0.46
|
|
Diluted earnings per share from continuing operations
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
|
$
|
0.99
|
|
|
$
|
0.46
|
|
/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
|
|
61
|
|
President, Dealer Services
|
|
1975
|
John Ayala
|
|
47
|
|
President, Employer Services - Small Business
|
|
2002
|
|
|
|
|
Services, Retirement Services and Insurance Services
|
|
|
Mark D. Benjamin
|
|
43
|
|
President, Global Enterprise Solutions
|
|
1992
|
Maria Black
|
|
40
|
|
President, Employer Services - TotalSource
|
|
1996
|
Michael A. Bonarti
|
|
48
|
|
Vice President, General Counsel and Secretary
|
|
1997
|
Michael L. Capone
|
|
47
|
|
Vice President and Chief Information Officer
|
|
1988
|
Deborah L. Dyson
|
|
48
|
|
Vice President, Client Experience and
|
|
1988
|
|
|
|
|
Continuous Improvement
|
|
|
Michael C. Eberhard
|
|
52
|
|
Vice President and Treasurer
|
|
1998
|
Edward B. Flynn, III
|
|
54
|
|
Vice President, Employer Services - Sales and Marketing
|
|
1988
|
Regina R. Lee
|
|
57
|
|
Vice President
|
|
1982
|
Dermot J. O'Brien
|
|
48
|
|
Chief Human Resources Officer
|
|
2012
|
Douglas Politi
|
|
52
|
|
President, Added Value Services
|
|
1992
|
Anish D. Rajparia
|
|
43
|
|
President, Major Account Services and ADP Canada
|
|
2002
|
Carlos A. Rodriguez
|
|
50
|
|
President and Chief Executive Officer
|
|
1999
|
Alan Sheiness
|
|
56
|
|
Corporate Controller and Principal Accounting Officer
|
|
1984
|
Jan Siegmund
|
|
50
|
|
Chief Financial Officer
|
|
1999
|
Joe Timko
|
|
54
|
|
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 3.1 to the Company's Current Report on Form 8-K dated April 9, 2014
|
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
|
Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan- incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2013) (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 July 25, 2014 (Management Compensatory Plan)
|
10.8
|
Automatic Data Processing, Inc. Change in Control Severance Plan for Corporate Officers, as amended (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
|
Automatic Data Processing, Inc. Amended and Restated Employees' Savings-Stock Purchase Plan (Management Compensatory Plan)
|
10.12
|
364-Day Credit Agreement, dated as of June 18, 2014, among Automatic Data Processing, Inc., the Borrowing Subsidiaries thereto, the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A. and Citibank, N.A., as Syndication Agents, and Deutsche Bank Securities Inc. and Barclays Bank PLC, as Documentation Agents. - incorporated by reference to Exhibit 10.12 to the Company's Current Report on Form 8-K dated June 18, 2014
|
10.13
|
Five-Year Credit Agreement, dated as of June 18, 2014, among Automatic Data Processing, Inc., the Borrowing Subsidiaries thereto, 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, Wells Fargo Bank, N.A., and Citibank, N.A., as Syndication Agents, and Deutsche Bank Securities Inc. and Barclays Bank PLC, as Documentation Agents - incorporated by reference to Exhibit 10.15 to the Company's Current Report on Form 8-K dated June 18, 2014
|
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 - (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
|
Separation Agreement and Release, dated April 21, 2014, by and between Regina R. Lee and Automatic Data Processing, Inc. - incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 21, 2014
|
10.22
|
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)
|
10.23
|
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)
|
10.24
|
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)
|
10.25
|
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)
|
10.26
|
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)
|
10.27
|
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)
|
10.28
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Non- Employee Directors) for beginning November 12, 2008 (Management Compensatory Plan)
|
10.29
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Employees) (Management Compensatory Plan)
|
10.30
|
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)
|
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, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
50,201
|
|
|
$
|
17,796
|
|
|
$
|
—
|
|
|
|
$
|
(12,278
|
)
|
(A)
|
|
$
|
55,719
|
|
Long-term
|
|
$
|
9,033
|
|
|
$
|
2,964
|
|
|
$
|
—
|
|
|
|
$
|
(3,639
|
)
|
(A)
|
|
$
|
8,358
|
|
Deferred tax valuation allowance
|
|
$
|
48,792
|
|
|
$
|
6,621
|
|
|
$
|
3,935
|
|
(B)
|
|
$
|
(15,305
|
)
|
|
|
$
|
44,043
|
|
Year ended June 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
46,042
|
|
|
$
|
19,664
|
|
|
$
|
—
|
|
|
|
$
|
(15,505
|
)
|
(A)
|
|
$
|
50,201
|
|
Long-term
|
|
$
|
8,812
|
|
|
$
|
2,687
|
|
|
$
|
—
|
|
|
|
$
|
(2,466
|
)
|
(A)
|
|
$
|
9,033
|
|
Deferred tax valuation allowance
|
|
$
|
54,127
|
|
|
$
|
3,887
|
|
|
$
|
(842
|
)
|
(B)
|
|
$
|
(8,380
|
)
|
|
|
$
|
48,792
|
|
Year ended June 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
50,065
|
|
|
$
|
23,472
|
|
|
$
|
—
|
|
|
|
$
|
(27,495
|
)
|
(A)
|
|
$
|
46,042
|
|
Long-term
|
|
$
|
9,438
|
|
|
$
|
2,106
|
|
|
$
|
—
|
|
|
|
$
|
(2,732
|
)
|
(A)
|
|
$
|
8,812
|
|
Deferred tax valuation allowance
|
|
$
|
62,084
|
|
|
$
|
4,002
|
|
|
$
|
(5,465
|
)
|
(B)
|
|
$
|
(6,494
|
)
|
|
|
$
|
54,127
|
|
|
AUTOMATIC DATA PROCESSING, INC.
|
||
|
(Registrant)
|
||
|
|||
August 8, 2014
|
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 8, 2014
|
(Carlos A. Rodriguez)
|
|
Officer, Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jan Siegmund
|
|
Chief Financial Officer
|
|
August 8, 2014
|
(Jan Siegmund)
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Alan Sheiness
|
|
Corporate Controller
|
|
August 8, 2014
|
(Alan Sheiness)
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Ellen R. Alemany
|
|
Director
|
|
August 8, 2014
|
(Ellen R. Alemany)
|
|
|
|
|
|
|
|
|
|
/s/ Gregory D. Brenneman
|
|
Director
|
|
August 8, 2014
|
(Gregory D. Brenneman)
|
|
|
|
|
|
|
|
|
|
/s/ Leslie A. Brun
|
|
Director
|
|
August 8, 2014
|
(Leslie A. Brun)
|
|
|
|
|
|
|
|
|
|
/s/ Richard T. Clark
|
|
Director
|
|
August 8, 2014
|
(Richard T. Clark)
|
|
|
|
|
|
|
|
|
|
/s/ Eric C. Fast
|
|
Director
|
|
August 8, 2014
|
(Eric C. Fast)
|
|
|
|
|
|
|
|
|
|
/s/ Linda R. Gooden
|
|
Director
|
|
August 8, 2014
|
(Linda R. Gooden)
|
|
|
|
|
|
|
|
|
|
/s/ Michael P. Gregoire
|
|
Director
|
|
August 8, 2014
|
(Michael P. Gregoire)
|
|
|
|
|
/s/ R. Glenn Hubbard
|
|
Director
|
|
August 8, 2014
|
(R. Glenn Hubbard)
|
|
|
|
|
|
|
|
|
|
/s/ John P. Jones
|
|
Director
|
|
August 8, 2014
|
(John P. Jones)
|
|
|
|
|
|
|
|
|
|
/s/ Gregory L. Summe
|
|
Director
|
|
August 8, 2014
|
(Gregory L. Summe)
|
|
|
|
|
1.2
|
Additional Benefits
. A Participant entitled to receive a Severance Benefit shall also receive the following additional benefits:
|
1.3
|
Reduction of Payments
. If a Participant’s receipt of any payment and/or non-monetary benefit under this Plan (including, without limitation, the accelerated vesting of Stock Options, Restricted Shares, and/or awards under the PBRS, PBRU, and/or PSU programs, and any successor programs) (collectively, the "Payments") would, in the determination of the Company, cause him to become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall reduce his Payments in the manner and in the amounts determined by the Company to be necessary to avoid the application of such excise tax (the "Reduced Amount");
provided
, that the foregoing shall not apply if the Company determines that, if such Payments were not so reduced, the net amount of Payments that the Participant would receive after payment of such excise tax would be greater than the Reduced Amount. Any determinations by the Company pursuant to this Section 1.3 shall be binding upon the Company and the Participant.
|
1.4
|
Rights of Participants
. Nothing contained herein shall be held or construed to create any liability or obligation on the Company to retain any Participant in its service or in a corporate officer position. All Participants shall remain subject to discharge or discipline to the same extent as if the Plan did not exist.
|
1.5
|
Release of Claims
. All payments and benefits hereunder shall be delayed until the Participant executes and delivers to the Company within 45 days following his Qualifying Termination an irrevocable general release of all claims against the Company and its subsidiaries, affiliates, and related persons in a form provided by the Company. If a Participant fails to timely execute such release or timely revokes his acceptance of such release, the Participant shall not be entitled to any severance payments or benefits hereunder.
|
3.1
|
Plan Administrato
r. The general administration of the Plan shall be placed with the Compensation Committee of the Board of Directors of the Company (the "Board") or an administrative committee appointed by the Board (the "Committee").
|
3.2
|
Reimbursement of Expenses of Committe
e. The Company shall pay or reimburse the members of the Committee for all reasonable expenses incurred in connection with their duties hereunder.
|
3.3
|
Action by the Plan Committee
. Decisions of the Committee shall be made by a majority of its members attending a meeting at which a quorum is present (which meeting may be held telephonically), or by written action in accordance with applicable law. No member of the Committee may act with respect to a matter which involves only that member.
|
3.4
|
Delegation of Authority
. The Committee may delegate any and all of its powers and responsibilities hereunder to other persons by formal resolution filed with and accepted by the Board. Any such delegation shall not be effective until it is accepted by the Board and the persons designated and may be rescinded at any time by written notice from the Committee to the person to whom the delegation is made.
|
3.5
|
Retention of Professional Assistanc
e. The Committee may employ such legal counsel, accountants and other persons as may be required in carrying out its work in connection with the Plan, and the Company shall pay the fees and expenses of such persons.
|
3.6
|
Accounts and Records
. The Committee shall maintain such accounts and records regarding the fiscal and other transactions of the Plan, and such other data as may be required to carry out its functions under the Plan and to comply with all applicable laws.
|
3.7
|
Compliance with Applicable Law
. The Company shall be deemed the administrator of the Plan for the purposes of any applicable law and shall be responsible for the preparation and filing of any required returns, reports, statements or other filings with appropriate governmental agencies. The Company shall also be responsible for the preparation and delivery of information to persons entitled to such information under any applicable law.
|
3.8
|
Reimbursement of Expenses
. If any contest or dispute shall arise under this Plan involving termination of a Participant's employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall, immediately after the date a court issues a final order from which no appeal can be taken, or with respect to which the time period to appeal has expired, reimburse such Participant for all reasonable legal fees and expenses, if any, paid by the Participant in connection with such contest or dispute (together with interest in an amount equal to the JP Morgan Chase & Co. prime rate from time to time in effect, such interest to begin to accrue on the dates Participant actually paid such fees and expenses through the date of payment thereof); provided, however, the Participant shall not be entitled to any reimbursement for his legal fees and expenses if a court has made a final determination that the Participant's position was without merit.
|
4.1
|
Amendment and Termination
. The Company reserves the right to amend or terminate, in whole or in part, any or all of the provisions of this Plan by action of the Board at any time; provided, that, during the two-year period following a Change in Control, the Company shall no longer have the power to amend or terminate the Plan in any manner adverse to Participants, except for amendments to comply with changes in applicable law which do not reduce the benefits and payments due hereunder in the event of a Qualifying Termination; provided, further, that, in no event shall any amendment reducing the benefits provided hereunder or any Plan termination be effective until at least six months after the date of the applicable action by the Board.
|
5.1
|
Successors
. The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company's obligations under this Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. In such event, the term "Company," as used in this Plan, shall mean the Company, as applicable, as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by the terms and provisions of this Plan.
|
6.1
|
No Duty to Mitigate/Set-off
. No Participant entitled to receive a Severance Benefit shall be required to seek other employment or to attempt in any way to reduce any amounts payable to him pursuant to this Plan. The Severance Benefit payable hereunder shall not be reduced by any compensation earned by the Participant as a result of employment by another employer or otherwise. The Company's obligations to pay the Severance Benefits and to perform its obligations hereunder shall not be affected by any circumstances including without limitation, any set off, counterclaim, recoupment, defense or other right which the Company may have against the Participant.
|
6.2
|
Headings
. The headings of the Plan are inserted for convenience of reference only and shall have no effect upon the meaning of the provisions hereof.
|
6.3
|
Use of Words
. Whenever used in this instrument, a masculine pronoun shall be deemed to include the masculine and feminine gender, and a singular word shall be deemed to include the singular and plural, in all cases where the context so requires.
|
6.4
|
Controlling Law
. The construction and administration of the Plan shall be governed the laws of the State of New York (without reference to rules relating to conflicts of law).
|
6.5
|
Withholding
. The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it reasonably believes it may have to withhold federal, state or local income or other taxes incurred by reason of payments pursuant to this Plan.
|
6.6
|
Severability
. Should any provision of the Plan be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions of the Plan unless such determination shall render impossible or impracticable the functioning of the Plan, and in such case, an appropriate provision or provisions shall be adopted so that the Plan may continue to function properly.
|
6.8
|
Insurance
. The Company shall continue to cover the Participants, or cause the Participants to be covered, under any director and officer insurance maintained after a Change in Control for directors and officers of the Company or its successor (whether by the Company or another entity) at no less of a level as that maintained by the Company or its successor for its directors and officers. Such coverage shall continue for any period during which the Participant may have any liability for his actions or omissions. Following a Change in Control and in addition to any rights under any other indemnification agreement, the Company or its successor shall indemnify the Participant to the fullest extent permitted by law against any claims, suits, judgments, expenses arising from, out of, or in connection with the Participant's services as an officer or director of the Company, or as a fiduciary of any benefit plan of the Company.
|
7.1
|
"Cause" shall mean: (A) gross negligence or willful misconduct by a Participant which is materially injurious to the Company, monetarily or otherwise; (B) misappropriation or fraud with regard to the Company or its assets; (C) conviction of, or the pleading of guilty or nolo contendere to, a felony involving the assets or business of the Company; or (D) willful and continued failure to substantially perform his duties after written notice by the Board. For purpose of the preceding sentence, no act or failure to act by a Participant shall be considered "willful" unless done or omitted to be done by such Participant in bad faith and without reasonable belief that the Participant's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or based upon the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company.
|
7.2
|
"Change in Control" shall mean the consummation of any of the following: (A) any "Person" (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding the Company, any subsidiary of the Company, or any employee benefit plan sponsored or maintained by the Company (including any trustee of any such plan acting in his capacity as trustee), becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing 35% or more of the total combined voting power of the Company's then outstanding securities; (B) the merger, consolidation or other business combination of the Company (a "Transaction"), other than a Transaction immediately following which the stockholders of the Company immediately prior to the Transaction continue to be the beneficial owners of securities of the resulting entity representing more than 65% of the voting power in the resulting entity, in substantially the same proportions as their ownership of Company voting securities immediately prior to the Transaction; or (C) the sale of all or substantially all of the Company's assets, other than a sale immediately following which the stockholders of the Company immediately prior to the sale are the beneficial owners of securities of the purchasing entity representing more than 65% of the voting power in the purchasing entity, in substantially the same proportions as their ownership of Company voting securities immediately prior to the Transaction.
|
7.3
|
"Current Total Annual Compensation" shall be the sum of the following amounts: (A) the greater of a Participant's highest rate of annual salary during the calendar year in which his employment terminates or such Participant's highest rate of annual salary during the calendar year immediately prior to the year of such termination; and (B) the average of a Participant's annual bonus compensation (prior to any bonus deferral election) earned in respect of the two most recent calendar years immediately preceding the calendar year in which the Participant's employment terminated.
|
7.4
|
"Good Reason" shall mean the occurrence of any of the following events after a Change in Control without the Participant's express written consent: (A) material diminution in the Participant's position, duties, responsibilities or authority as of the date immediately prior to the Change in Control; or (B) a reduction in a Participant's base compensation or a failure to provide incentive compensation opportunities at least as favorable in the aggregate as those provided immediately prior to the Change in Control; or (C) failure to provide employee benefits at least as favorable in the aggregate as those provided immediately prior to the Change in Control; or (D) a failure of any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) of the Company to assume in writing the obligations hereunder. A termination for Good Reason shall mean a termination by a Participant effected by written notice given by the Participant to the Company within 30 days after the occurrence of the Good Reason event, unless the Company shall, within 15 days after receiving such notice, take such action as is necessary to fully remedy such Good Reason event in which case the Good Reason event shall be deemed to have not occurred.
|
7.5
|
"Participant" shall mean an employee who is a corporate officer of the Company on the date of a Change in Control as a result of his election by the Board. Notwithstanding the foregoing, if an employee who is not a corporate officer on the date of a Change in Control reasonably demonstrates that, in contemplation of the Change in Control or at the request of a party which subsequently causes a Change in Control, the Company removed him from such office, such employee shall also be a Participant.
|
Annual Retainer:
|
•
$130,000 ($230,000 for the chairman of the board), paid in the form of deferred stock units; and
•
$90,000 ($155,000 for the chairman of the board), paid in cash, deferred or paid in the form of deferred stock units, at the option of the director
|
Attendance fees — Board meetings:
|
$2,000 in cash, per meeting, beginning with the 8th meeting of the fiscal year
|
Attendance fees — Committee meetings:
|
$1,500 in cash, per meeting, beginning with the 8th meeting of the fiscal year
|
Chairperson fees:
|
•
$15,000 in cash, for audit committee
•
$10,000 in cash, for compensation committee and nominating/corporate governance committee.
|
1.
|
The option herein granted shall become exercisable in whole or in part as follows:
|
(a)
|
Exercisable as to
Vesting1
shares (rounded down to the nearest whole share) on and after
Date1
;
|
(b)
|
Exercisable as to an additional
Vesting2
shares (rounded down to the nearest whole share) on and after
Date2
;
|
(c)
|
Exercisable as to an additional
Vesting3
shares (rounded down to the nearest whole share) on and after
Date3
;
|
(d)
|
Exercisable in its entirety on the earlier of (
i
) on and after
Date4
and (
ii
) the date such Participant retires from the Company’s Board of Directors, but only if the Accelerated Vesting Criteria (as defined in Section 8 hereof) is satisfied at the time of such retirement; and
|
(e)
|
Exercisable in its entirety (
i
) upon the death of the Participant, or (
ii
) in the event of total and permanent disability of the Participant.
|
(f)
|
Except as specifically set forth in Section 1(d)(ii) above, no shares shall become exercisable following the cessation of the Participant’s membership on the Company’s Board of Directors.
|
2.
|
The unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void at the time of the earliest of the following to occur:
|
(a)
|
the expiration of ten years from the date on which the option was granted;
|
(b)
|
the expiration of 60 days from the date the Participant ceases to be a member of the Company’s Board of Directors;
provided, however
, that
|
(i)
|
if the Participant ceases to be a member of the Company’s Board of Directors because of total and permanent disability, the provisions of sub-paragraph (c) shall apply,
|
(ii)
|
if the Participant shall die while a member of the Company’s Board of Directors or during the 60-day period following the date the Participant ceases to be a member of the Company’s Board of Directors, the provisions of sub-paragraph (d) below shall apply, and
|
(iii)
|
if the Participant shall retire from the Company’s Board of Directors, and satisfy the Accelerated Vesting Criteria at the time of such retirement, the provisions of sub-paragraph (e) below shall apply;
|
(c)
|
if Section 2(b)(i) applies, (i) if the Participant satisfied the Accelerated Vesting Criteria at the time of Participant’s total and permanent disability, the expiration of 36 months after the date the
Participant ceases to be a member of the Company’s Board of Directors because of total and permanent disability, or (
ii
) if the Participant did not satisfy the Accelerated Vesting Criteria at the time of Participant’s total and permanent disability, the expiration of 12 months after the date the Participant ceases to be a member of the Company’s Board of Directors because of total and permanent disability;
provided
,
however
, that if the Participant shall die during the 36-month period specified in clause (i) of this Section 2(c) or the 12-month period specified in clause (ii) of this Section 2(c), as applicable, then the unexercised portion shall become null and void upon the expiration of 12 months after death of the Participant;
|
(d)
|
if Section 2(b)(ii) applies, (
i
) if the Participant satisfied the Accelerated Vesting Criteria at the time of death, the expiration of 36 months after death of the Participant, or (
ii
) if the Participant did not satisfy the Accelerated Vesting Criteria at the time of death, the expiration of 12 months after death of the Participant; and
|
(e)
|
if Section 2(b)(iii) applies, the expiration of 36 months after the retirement of the Participant from the Company’s Board of Directors;
provided
,
however
, that if such Participant shall die during the 36 month period following the date of such Participant’s retirement, then the unexercised portion shall become null and void on the later of (
i
) the expiration of 36 months after the retirement of the Participant, or (
ii
) 12 months after death of the Participant.
|
3.
|
Notwithstanding the foregoing, in the event that any unexercised portion of the option herein granted would terminate and become null and void in accordance with Section 2 and the Fair Market Value of the unexercised portion of the option herein granted exceeds the full price for each of the shares purchased pursuant to such option, the then vested portion of the option herein granted shall be deemed to be automatically exercised by the Participant on such last trading day by means of a net exercise without any action by the Participant. Upon such automatic exercise, the Company shall deliver to the Participant the number of shares of Common Stock for which the option was deemed exercised less the number of shares of Common Stock having a Fair Market Value, as of such date, sufficient to (1) pay the full price for each of the shares of Common Stock purchased pursuant to the option herein granted and (2) satisfy all applicable required tax withholding obligations. Any fractional share shall be settled in cash. For the avoidance of doubt, and notwithstanding any provision (or interpretation) of Section 2 to the contrary, the unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void upon the expiration of ten years from the date of this Agreement.
|
4.
|
The full price for each of the shares purchased pursuant to the option herein granted shall be $
XX.XX
.
|
5.
|
Full payment for shares purchased by the Participant shall be made at the time of the exercise of the option in whole or in part. No shares shall be issued until full payment therefore has been made and the Participant shall have none of the rights of a shareholder with respect to any shares subject to this option until such shares shall have been issued.
|
6.
|
No option granted hereunder may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate.
|
7.
|
In the event of one or more stock splits, stock dividends, stock changes, reclassifications, recapitalizations or combinations of shares prior to complete exercise of the option herein granted which change the character or amount of the shares subject to the option, this option to the extent that it shall not have been exercised, shall entitle the Participant or the Participant’s executors or administrators to receive in substitution such number and
|
8.
|
As used herein, the term “Accelerated Vesting Criteria” means being a member of the Company’s Board of Directors for at least ten years.
|
9.
|
Notwithstanding anything to the contrary contained herein, the option granted hereunder may be terminated and become null and void without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the Company, while providing services to the Company or any Affiliate or after termination of such service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement between the Participant and the Company or any Affiliate. If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at the sole discretion of the Committee, forfeit any gain realized in respect of the option granted hereunder (which gain shall be deemed to be an amount equal to the difference between the price for shares set forth in Section 4 above and the Fair Market Value (as defined in the Plan), on the applicable exercise date, of the shares of Common Stock of the Company delivered to the Participant), and repay such gain to the Company.
|
10.
|
The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
|
11.
|
Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
|
12.
|
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
|
13.
|
The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
|
14.
|
This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.
|
15.
|
This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.
|
1.
|
The option herein granted shall become exercisable in whole or in part as follows:
|
(a)
|
Exercisable as to
Vesting1
shares (rounded down to the nearest whole share) on and after
Date1
;
|
(b)
|
Exercisable as to an additional
Vesting2
shares (rounded down to the nearest whole share) on and after
Date2
;
|
(c)
|
Exercisable as to an additional
Vesting3
shares (rounded down to the nearest whole share) on and after
Date3
;
|
(d)
|
Exercisable in its entirety on and after
Date4
; and
|
(e)
|
Exercisable in its entirety (
i
) upon the death of the Participant, or (
ii
) in the event of total and permanent disability of the Participant.
|
(f)
|
If the Participant retires from the Company at any time following the first anniversary of this Agreement and at such time satisfies the Normal Retirement Criteria, the option herein granted shall continue to become exercisable as set forth in clauses (b) through (d) of this Section 1. The Normal Retirement Criteria will be satisfied if the Participant shall (
i
) retire (
and satisfy the Company’s criteria for retirement at such time
) from the Company or any of its subsidiaries, divisions or business units, as the case may be, (
ii
) be at least 55 years of age at the time of such retirement, and (
iii
) have at least ten credited years of service with the Company or its subsidiaries at the time of such retirement.
|
(g)
|
If a Participant who at the time of retirement satisfies the Normal Retirement Criteria subsequently dies or becomes totally and permanently disabled before such Participant’s option herein granted becomes exercisable in its entirety as set forth in clause (d) of this Section 1, the option herein granted shall become exercisable as set forth in clause (e) of this Section 1.
|
(h)
|
If a Participant who at the time of retirement satisfies the criteria set forth in Section 2(b)(iv) subsequently dies or becomes totally and permanently disabled before the expiration of 12 months after the retirement of the Participant, such Participant’s option herein granted shall become exercisable as set forth in clause (e) of this Section 1.
|
(i)
|
Except as provided in clauses (f) through (h) of this Section 1 or as the Committee may otherwise determine in its sole discretion, no option herein granted shall become exercisable following termination of the Participant’s employment from the Company or any of its subsidiaries (and no option herein granted shall become exercisable following the Company’s sale of the subsidiary, or the Company’s or a subsidiary’s sale of the division or business unit, that employs such Participant).
|
2.
|
The unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void at the time of the earliest of the following to occur:
|
(a)
|
the expiration of ten years from the date on which the option was granted;
|
(b)
|
the expiration of 60 days from the date of termination of the Participant’s employment from the Company (including in connection with the sale of the subsidiary, division or business unit that employs such Participant) or any of its subsidiaries;
provided, however
, that
|
(
i
)
|
if the Participant’s employment from the Company or any of its subsidiaries terminates because of total and permanent disability, the provisions of sub-paragraph (c) shall apply,
|
(
ii
)
|
if the Participant shall die during employment by the Company or any of its subsidiaries or during the 60-day period following the date of termination of such employment, the provisions of sub-paragraph (d) below shall apply,
|
(
iii
)
|
if the Participant shall retire and satisfy the Normal Retirement Criteria, the provisions of sub-paragraph (e) below shall apply, and
|
(iv)
|
if the Participant shall (
I
) retire (
and satisfy the Company’s criteria for retirement at such time
) from the Company or any of its subsidiaries, divisions or business units, as the case may be, (
II
) be at least 55 years of age at the time of such retirement, and (III) have at least five (but less than ten) credited years of service with the Company and its subsidiaries at the time of such retirement, the provisions of sub-paragraph (f) below shall apply;
|
(c)
|
if Section 2(b)(i) applies, (i) if the Participant satisfied the Normal Retirement Criteria at the time of Participant’s total and permanent disability, the expiration of 36 months after termination of Participant’s employment from the Company or any of its subsidiaries because of total and permanent disability, or (ii) if the Participant did not satisfy the Normal Retirement Criteria at the time of Participant’s total and permanent disability, the expiration of 12 months after termination of Participant’s employment from the Company or any of its subsidiaries because of total and permanent disability;
provided
,
however
, that if the Participant shall die during the 36-month period specified in clause (i) of this Section 2(c) or the 12-month period specified in clause (ii) of this Section 2(c), as applicable, then the unexercised portion shall become null and void upon the expiration of 12 months after death of the Participant;
|
(d)
|
if Section 2(b)(ii) applies, (
i
) if the Participant satisfied the Normal Retirement Criteria at the time of death, the expiration of 36 months after death of the Participant, or (
ii
) if the Participant did not satisfy the Normal Retirement Criteria at the time of death, 12 months after death of the Participant;
|
(e)
|
if Section 2(b)(iii) applies, the expiration of 37 months after the retirement of the Participant;
provided
,
however
, that if such Participant shall die during the 37 month period following the date of such Participant’s retirement, then the unexercised portion shall become null and void on the later of (
i
) the expiration of 37 months after the retirement of the Participant and (
ii
) 12 months after death of the Participant; and
|
(f)
|
if Section 2(b)(iv) applies, the expiration of 12 months after the retirement of the Participant;
provided
,
however
, that if such Participant shall die during the 12 month period following the date of such Participant’s retirement, then the unexercised portion shall become null and void on the expiration of 12 months after death of the Participant.
|
3.
|
Notwithstanding the foregoing, in the event that any unexercised portion of the option herein granted would terminate and become null and void in accordance with Section 2 and the Fair Market Value of the unexercised portion of the option herein granted exceeds the full price for each of the shares purchased pursuant to such option, the then vested portion of the option herein granted shall be deemed to be automatically exercised by the Participant on such last trading day by means of a net exercise without any action by the Participant. Upon such automatic exercise, the Company shall deliver to the Participant the number of shares of Common Stock for which the option was deemed exercised less the number of shares of Common Stock having a Fair Market Value, as of such date, sufficient to (1) pay the full price for each of the shares of Common Stock purchased pursuant to the option herein granted and (2) satisfy all applicable required tax withholding obligations. Any fractional share shall be settled in cash. For the avoidance of doubt, and notwithstanding any provision (or interpretation) of Section 2 to the contrary, the unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void upon the expiration of ten years from the date of this Agreement.
|
4.
|
The full price for each of the shares purchased pursuant to the option herein granted shall be $
XX.XX
.
|
5.
|
Full payment for shares purchased by the Participant shall be made at the time of the exercise of the option in whole or in part. No shares shall be issued until full payment therefore has been made, and the Participant shall have none of the rights of a shareholder with respect to any shares subject to this option until such shares shall have been issued.
|
6.
|
No option granted hereunder may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate.
|
7.
|
In the event of one or more stock splits, stock dividends, stock changes, reclassifications, recapitalizations or combinations of shares prior to complete exercise of the option herein granted which change the character or amount of the shares subject to the option, this option to the extent that it shall not have been exercised, shall entitle the Participant or the Participant’s executors or administrators to receive in substitution such number and kind of shares as he, she or they would have been entitled to receive if the Participant or the Participant’s executors or administrators had actually owned the shares subject to this option at the time of the occurrence of such change;
provided, however
that if the change is of such nature that the Participant or the Participant’s executors or administrators, upon exercise of the option, would receive property other than shares of stock, then the Board shall adjust the option so that he, she or they shall acquire only shares of stock upon exercise, making such adjustment in the number and kind of shares to be received as the Board shall, in its sole judgment, deem equitable;
provided
,
further
, that the foregoing shall not limit the Company’s ability to otherwise adjust the option in a manner consistent with Section 12 of the Plan.
|
8.
|
The effectiveness of the option granted hereunder is conditioned upon (
i
) the Participant having executed and delivered to the Company in connection with previous stock option grants a restrictive covenant, or (
ii
) the execution and delivery by the Participant within six months from the date of this Agreement of the restrictive covenant furnished herewith. If the Company does not receive the signed (whether electronically or otherwise) restrictive covenant within such six-month period, this Agreement shall be terminable by the Company.
|
9.
|
Notwithstanding anything to the contrary contained herein, the option granted hereunder may be terminated and become null and void without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement between the Participant and the Company or any Affiliate. If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at the sole discretion of the Committee, forfeit any gain realized in respect of the option granted hereunder (which gain shall be deemed to be an amount equal to the difference between the price for shares set forth in Section 4 above and the Fair Market Value (as defined in the Plan), on the applicable exercise date, of the shares of Common Stock of the Company delivered to the Participant), and repay such gain to the Company.
|
10.
|
The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
|
11.
|
Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
|
12.
|
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
|
13.
|
Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant with or without cause at any time for any reason whatsoever. Although over the course of employment terms and conditions of employment may change, the at-will term of employment will not change.
|
14.
|
The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
|
15.
|
This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.
|
16.
|
This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.
|
|
|
Jurisdiction of
|
|
Name of Subsidiary
|
|
|
Incorporation
|
ADP AdvancedMD, Inc.
ADP Atlantic, Inc.
|
|
Delaware
Delaware
|
|
ADP Belgium CVA
|
|
Belgium
|
|
ADP Benefits Services KY, Inc.
ADP Brasil Ltda
|
|
Kentucky
Brazil
|
|
ADP Broker-Dealer, Inc.
|
|
New Jersey
|
|
ADP Business Services (Shanghai) Co., Ltd.
|
|
China
|
|
ADP Canada Co.
|
|
Canada
|
|
ADP Dealer Services Deutschland GmbH
|
|
Germany
|
|
ADP Dealer Services Espana SL
|
|
Spain
|
|
ADP Dealer Services, Inc.
|
|
Delaware
|
|
ADP Dealer Services Italia SRL
|
|
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 Indemnity, Inc.
|
|
Vermont
|
|
ADP, LLC
|
|
Delaware
|
|
ADP Nederland B.V.
|
|
Netherlands
|
|
ADP Network Services Limited
|
|
United Kingdom
|
|
ADP Private Limited
ADP of Roseland, Inc.
|
|
India
Delaware
|
|
ADP Outsourcing Italia SRL
ADP Pacific, Inc.
|
|
Italy
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 TotalSource, 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
|
|
||
|
|
|
Date:
|
August 8, 2014
|
/s/ Carlos A. Rodrigeuz
|
|
|
Carlos A. Rodriguez
|
|
|
President and Chief Executive Officer
|
|
||
|
|
|
Date:
|
August 8, 2014
|
/s/ Jan Siegmund
|
|
|
Jan Siegmund
|
|
|
Chief Financial Officer
|
|
|
|
|
/s/ Carlos A. Rodriguez
|
|
Carlos A. Rodriguez
|
|
President and Chief Executive Officer
|
|
Date:
|
August 8, 2014
|
|
||
|
|
|
|
|
|
|
/s/ Jan Siegmund
|
|
Jan Siegmund
|
|
Chief Financial Officer
|
|
Date:
|
August 8, 2014
|
|
||
|
|
|