Delaware
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22-1467904
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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One ADP Boulevard, Roseland, New Jersey
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07068
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Three Months Ended
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Nine Months Ended
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March 31,
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March 31,
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||||||||||||
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2015
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2014
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2015
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2014
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||||||||
REVENUES:
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||||||||
Revenues, other than interest on funds held
for clients and PEO revenues
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$
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2,185.6
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|
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$
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2,077.6
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|
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$
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6,025.7
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|
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$
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5,725.2
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Interest on funds held for clients
|
101.4
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100.1
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|
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282.7
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|
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278.6
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PEO revenues (A)
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744.7
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647.4
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1,958.4
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1,677.0
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||||
TOTAL REVENUES
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3,031.7
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2,825.1
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8,266.8
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7,680.8
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EXPENSES:
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Costs of revenues:
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Operating expenses
|
1,484.7
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1,395.9
|
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4,234.0
|
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3,945.2
|
|
||||
Systems development and programming costs
|
150.7
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139.5
|
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446.3
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410.6
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||||
Depreciation and amortization
|
52.6
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50.3
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156.6
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149.3
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||||
TOTAL COSTS OF REVENUES
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1,688.0
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1,585.7
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4,836.9
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4,505.1
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Selling, general, and administrative expenses
|
608.2
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585.3
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1,776.4
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1,701.9
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||||
Interest expense
|
0.8
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|
0.9
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4.9
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4.7
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||||
TOTAL EXPENSES
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2,297.0
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2,171.9
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6,618.2
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6,211.7
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Other income, net
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(7.9
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)
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(7.6
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)
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(47.6
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)
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(57.2
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)
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EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
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742.6
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660.8
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1,696.2
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1,526.3
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Provision for income taxes
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250.6
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227.6
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572.2
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514.1
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|
||||
NET EARNINGS FROM CONTINUING OPERATIONS
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$
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492.0
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$
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433.2
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$
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1,124.0
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$
|
1,012.2
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||||||||
(LOSS)/EARNINGS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES
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(2.4
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)
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125.6
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60.7
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318.4
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||||
Provision for income taxes
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—
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37.2
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68.4
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103.5
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||||
NET (LOSS)/EARNINGS FROM DISCONTINUED OPERATIONS
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$
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(2.4
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)
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$
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88.4
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$
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(7.7
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)
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$
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214.9
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NET EARNINGS
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$
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489.6
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$
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521.6
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$
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1,116.3
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$
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1,227.1
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Basic Earnings Per Share from Continuing Operations
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$
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1.05
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$
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0.90
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$
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2.37
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$
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2.11
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Basic (Loss)/Earnings Per Share from Discontinued Operations
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(0.01
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)
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0.18
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(0.02
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)
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0.45
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|
||||
BASIC EARNINGS PER SHARE
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$
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1.04
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$
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1.09
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$
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2.35
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$
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2.56
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Diluted Earnings Per Share from Continuing Operations
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$
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1.04
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$
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0.90
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$
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2.35
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$
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2.09
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Diluted (Loss)/Earnings Per Share from Discontinued Operations
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(0.01
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)
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0.18
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(0.02
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)
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0.44
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DILUTED EARNINGS PER SHARE
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$
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1.03
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$
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1.08
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$
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2.33
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$
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2.54
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Basic weighted average shares outstanding
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470.3
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478.9
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475.1
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479.1
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|
||||
Diluted weighted average shares outstanding
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474.0
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483.0
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478.3
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483.4
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Dividends declared per common share
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$
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0.490
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$
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0.480
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$
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1.460
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$
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1.395
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Three Months Ended
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Nine Months Ended
|
||||||||||||
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March 31,
|
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March 31,
|
||||||||||||
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2015
|
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2014
|
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2015
|
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2014
|
||||||||
Net earnings
|
$
|
489.6
|
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$
|
521.6
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$
|
1,116.3
|
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$
|
1,227.1
|
|
|
|
|
|
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|
||||||||
Other comprehensive (loss)/income:
|
|
|
|
|
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|
||||||||
Currency translation adjustments
|
(108.7
|
)
|
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(1.7
|
)
|
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(274.4
|
)
|
|
34.8
|
|
||||
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|
||||||||
Unrealized net gains/(losses) on available-for-sale securities
|
128.9
|
|
|
43.8
|
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54.2
|
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(16.0
|
)
|
||||
Tax effect
|
(44.4
|
)
|
|
(15.1
|
)
|
|
(16.6
|
)
|
|
5.4
|
|
||||
Reclassification of net gains on available-for-sale securities to net earnings
|
(0.7
|
)
|
|
(1.5
|
)
|
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(2.3
|
)
|
|
(16.5
|
)
|
||||
Tax effect
|
0.2
|
|
|
0.5
|
|
|
0.8
|
|
|
6.1
|
|
||||
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|
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|
||||||||
Reclassification of pension liability adjustment to net earnings
|
3.9
|
|
|
5.1
|
|
|
17.2
|
|
|
15.4
|
|
||||
Tax effect
|
(1.5
|
)
|
|
(0.8
|
)
|
|
(5.9
|
)
|
|
(3.6
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss)/income, net of tax
|
(22.3
|
)
|
|
30.3
|
|
|
(227.0
|
)
|
|
25.6
|
|
||||
Comprehensive income
|
$
|
467.3
|
|
|
$
|
551.9
|
|
|
$
|
889.3
|
|
|
$
|
1,252.7
|
|
|
|
March 31,
|
|
June 30,
|
||||
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents (A)
|
|
$
|
1,808.6
|
|
|
$
|
1,585.9
|
|
Short-term marketable securities (A)
|
|
26.9
|
|
|
2,032.2
|
|
||
Accounts receivable, net
|
|
1,580.7
|
|
|
1,503.7
|
|
||
Other current assets
|
|
674.1
|
|
|
690.7
|
|
||
Assets of discontinued operations
|
|
—
|
|
|
2,409.7
|
|
||
Total current assets before funds held for clients
|
|
4,090.3
|
|
|
8,222.2
|
|
||
Funds held for clients
|
|
28,702.5
|
|
|
19,258.0
|
|
||
Total current assets
|
|
32,792.8
|
|
|
27,480.2
|
|
||
Long-term marketable securities
|
|
29.2
|
|
|
54.1
|
|
||
Long-term receivables, net
|
|
31.3
|
|
|
155.4
|
|
||
Property, plant and equipment, net
|
|
646.0
|
|
|
667.7
|
|
||
Other assets
|
|
1,324.2
|
|
|
1,316.4
|
|
||
Goodwill
|
|
1,785.5
|
|
|
1,887.2
|
|
||
Intangible assets, net
|
|
498.3
|
|
|
498.8
|
|
||
Total assets
|
|
$
|
37,107.3
|
|
|
$
|
32,059.8
|
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
130.8
|
|
|
$
|
152.5
|
|
Accrued expenses and other current liabilities
|
|
1,238.2
|
|
|
1,187.6
|
|
||
Accrued payroll and payroll-related expenses
|
|
490.3
|
|
|
607.9
|
|
||
Dividends payable
|
|
228.8
|
|
|
226.9
|
|
||
Short-term deferred revenues
|
|
241.5
|
|
|
251.7
|
|
||
Obligation under commercial paper borrowing (A)
|
|
—
|
|
|
2,173.0
|
|
||
Income taxes payable
|
|
56.8
|
|
|
20.4
|
|
||
Liabilities of discontinued operations
|
|
—
|
|
|
581.2
|
|
||
Total current liabilities before client funds obligations
|
|
2,386.4
|
|
|
5,201.2
|
|
||
Client funds obligations
|
|
28,328.3
|
|
|
18,963.4
|
|
||
Total current liabilities
|
|
30,714.7
|
|
|
24,164.6
|
|
||
Long-term debt
|
|
9.7
|
|
|
11.5
|
|
||
Other liabilities
|
|
621.5
|
|
|
619.6
|
|
||
Deferred income taxes
|
|
228.0
|
|
|
218.0
|
|
||
Long-term deferred revenues
|
|
355.3
|
|
|
375.9
|
|
||
Total liabilities
|
|
31,929.2
|
|
|
25,389.6
|
|
||
|
|
|
|
|
||||
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 March 31, 2015 and
June 30, 2014; outstanding, 471.1 and 480.2 shares at March 31, 2015 and June 30, 2014, respectively
|
|
63.9
|
|
|
63.9
|
|
||
Capital in excess of par value
|
|
614.2
|
|
|
545.2
|
|
||
Retained earnings
|
|
13,348.3
|
|
|
13,632.9
|
|
||
Treasury stock - at cost: 167.6 and 158.5 shares at March 31, 2015 and June 30, 2014, respectively
|
|
(8,711.3
|
)
|
|
(7,750.0
|
)
|
||
Accumulated other comprehensive (loss)/income
|
|
(137.0
|
)
|
|
178.2
|
|
||
Total stockholders’ equity
|
|
5,178.1
|
|
|
6,670.2
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
37,107.3
|
|
|
$
|
32,059.8
|
|
|
|
Nine Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
||||
Net earnings
|
|
$
|
1,116.3
|
|
|
$
|
1,227.1
|
|
Adjustments to reconcile net earnings to cash flows provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
208.4
|
|
|
195.9
|
|
||
Deferred income taxes
|
|
(40.8
|
)
|
|
(56.1
|
)
|
||
Stock-based compensation expense
|
|
111.0
|
|
|
86.9
|
|
||
Excess tax benefit related to exercise of stock options and restricted stock
|
|
(47.9
|
)
|
|
(44.9
|
)
|
||
Net pension expense
|
|
13.7
|
|
|
18.7
|
|
||
Net realized gain from the sales of marketable securities
|
|
(2.3
|
)
|
|
(16.5
|
)
|
||
Net amortization of premiums and accretion of discounts on available-for-sale securities
|
|
75.4
|
|
|
69.8
|
|
||
Gain on sale of discontinued businesses, net of tax
|
|
—
|
|
|
(10.5
|
)
|
||
Other
|
|
(2.9
|
)
|
|
11.1
|
|
||
Changes in operating assets and liabilities, net of effects from acquisitions
and divestitures of businesses:
|
|
|
|
|
|
|
||
Increase in accounts receivable
|
|
(209.6
|
)
|
|
(203.1
|
)
|
||
Increase in other assets
|
|
(106.7
|
)
|
|
(275.3
|
)
|
||
Decrease in accounts payable
|
|
(16.2
|
)
|
|
(9.8
|
)
|
||
Increase in accrued expenses and other liabilities
|
|
141.6
|
|
|
223.6
|
|
||
Proceeds from the sale of notes receivable
|
|
226.7
|
|
|
—
|
|
||
Operating activities of discontinued operations
|
|
(2.5
|
)
|
|
—
|
|
||
Net cash flows provided by operating activities
|
|
1,464.2
|
|
|
1,216.9
|
|
||
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||
Purchases of corporate and client funds marketable securities
|
|
(3,366.1
|
)
|
|
(2,081.8
|
)
|
||
Proceeds from the sales and maturities of corporate and client funds marketable securities
|
|
2,617.4
|
|
|
1,469.4
|
|
||
Net increase in restricted cash and cash equivalents held to satisfy client funds obligations
|
|
(7,133.3
|
)
|
|
(3,290.9
|
)
|
||
Capital expenditures
|
|
(107.9
|
)
|
|
(118.4
|
)
|
||
Additions to intangibles
|
|
(131.7
|
)
|
|
(106.5
|
)
|
||
Acquisitions of businesses, net of cash acquired
|
|
(8.1
|
)
|
|
—
|
|
||
Proceeds from the sale of property, plant, and equipment and other assets
|
|
23.6
|
|
|
0.4
|
|
||
Other
|
|
—
|
|
|
0.1
|
|
||
Dividend received from CDK Global, Inc.
|
|
825.0
|
|
|
—
|
|
||
Cash retained by CDK Global, Inc.
|
|
(180.0
|
)
|
|
—
|
|
||
Investing activities of discontinued operations
|
|
(15.4
|
)
|
|
(75.2
|
)
|
||
Proceeds from the sale of business included in discontinued operations
|
|
—
|
|
|
24.4
|
|
||
Net cash flows used in investing activities
|
|
(7,476.5
|
)
|
|
(4,178.5
|
)
|
||
|
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||
Net increase in client funds obligations
|
|
9,811.3
|
|
|
4,103.9
|
|
||
Payments of debt
|
|
(1.8
|
)
|
|
(2.7
|
)
|
||
Repurchases of common stock
|
|
(1,127.7
|
)
|
|
(459.0
|
)
|
||
Proceeds from stock purchase plan and exercises of stock options
|
|
87.7
|
|
|
140.2
|
|
||
Excess tax benefit related to exercise of stock options and restricted stock
|
|
47.9
|
|
|
44.9
|
|
||
Dividends paid
|
|
(696.2
|
)
|
|
(652.0
|
)
|
||
Net repayments of reverse repurchase agreements
|
|
—
|
|
|
(245.9
|
)
|
||
Net repayments of commercial paper borrowings
|
|
(2,173.0
|
)
|
|
—
|
|
||
Other
|
|
—
|
|
|
(1.0
|
)
|
||
Financing activities of discontinued operations
|
|
1.6
|
|
|
7.4
|
|
||
Net cash flows provided by financing activities
|
|
5,949.8
|
|
|
2,935.8
|
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(112.5
|
)
|
|
(2.3
|
)
|
||
|
|
|
|
|
||||
Net change in cash and cash equivalents
|
|
(175.0
|
)
|
|
(28.1
|
)
|
||
|
|
|
|
|
||||
Cash and cash equivalents, beginning of period
|
|
1,983.6
|
|
|
1,699.1
|
|
||
Cash and cash equivalents, end of period
|
|
1,808.6
|
|
|
1,671.0
|
|
||
Less cash and cash equivalents of discontinued operations, end of period
|
|
—
|
|
|
360.0
|
|
||
Cash and cash equivalents of continuing operations, end of period
|
|
$
|
1,808.6
|
|
|
$
|
1,311.0
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
$
|
—
|
|
|
$
|
498.1
|
|
|
$
|
508.9
|
|
|
$
|
1,464.8
|
|
|
|
|
|
|
|
|
|
||||||||
(Losses)/earnings from discontinued operations before income taxes
|
(2.4
|
)
|
|
110.0
|
|
|
60.7
|
|
|
302.8
|
|
||||
Provision for income taxes
|
—
|
|
|
32.1
|
|
|
68.4
|
|
|
98.4
|
|
||||
Net earnings from discontinued operations
before gain on disposal of discontinued operations
|
(2.4
|
)
|
|
77.9
|
|
|
(7.7
|
)
|
|
204.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gain on disposal of OHS, less costs to sell
|
—
|
|
|
15.6
|
|
|
—
|
|
|
15.6
|
|
||||
Provision for income taxes
|
—
|
|
|
5.1
|
|
|
—
|
|
|
5.1
|
|
||||
Net gain on disposal of OHS
|
$
|
—
|
|
|
$
|
10.5
|
|
|
$
|
—
|
|
|
$
|
10.5
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss)/earnings from discontinued operations
|
$
|
(2.4
|
)
|
|
$
|
88.4
|
|
|
$
|
(7.7
|
)
|
|
$
|
214.9
|
|
|
June 30, 2014
|
||
Assets:
|
|
||
Cash
|
$
|
397.7
|
|
Accounts receivable, net
|
296.7
|
|
|
Property, plant and equipment, net
|
109.7
|
|
|
Goodwill
|
1,226.6
|
|
|
Intangible assets, net
|
133.5
|
|
|
Other assets
|
245.5
|
|
|
|
|
||
Total assets
|
$
|
2,409.7
|
|
|
|
||
Liabilities:
|
|
||
Accounts payable
|
$
|
17.2
|
|
Accrued expenses and other current liabilities
|
128.1
|
|
|
Accrued payroll and payroll related expenses
|
99.2
|
|
|
Deferred revenues
|
218.2
|
|
|
Deferred income taxes
|
70.8
|
|
|
Other liabilities
|
47.7
|
|
|
|
|
||
Total liabilities
|
$
|
581.2
|
|
|
|
Basic
|
|
Effect of Employee Stock Option Shares
|
|
Effect of
Employee
Restricted
Stock
Shares
|
|
Diluted
|
||||||
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
492.0
|
|
|
|
|
|
|
|
|
$
|
492.0
|
|
Weighted average shares (in millions)
|
|
470.3
|
|
|
1.9
|
|
|
1.8
|
|
|
474.0
|
|
||
EPS from continuing operations
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
$
|
1.04
|
|
Three Months Ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
433.2
|
|
|
|
|
|
|
|
|
$
|
433.2
|
|
Weighted average shares (in millions)
|
|
478.9
|
|
|
2.6
|
|
|
1.5
|
|
|
483.0
|
|
||
EPS from continuing operations
|
|
$
|
0.90
|
|
|
|
|
|
|
|
|
$
|
0.90
|
|
|
|
|
|
|
|
|
|
|
||||||
Nine Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
|
$
|
1,124.0
|
|
|
|
|
|
|
|
|
$
|
1,124.0
|
|
Weighted average shares (in millions)
|
|
475.1
|
|
|
1.7
|
|
|
1.5
|
|
|
478.3
|
|
||
EPS from continuing operations
|
|
$
|
2.37
|
|
|
|
|
|
|
|
|
$
|
2.35
|
|
Nine Months Ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,012.2
|
|
|
|
|
|
|
|
|
$
|
1,012.2
|
|
Weighted average shares (in millions)
|
|
479.1
|
|
|
2.9
|
|
|
1.4
|
|
|
483.4
|
|
||
EPS from continuing operations
|
|
$
|
2.11
|
|
|
|
|
|
|
|
|
$
|
2.09
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest income on corporate funds
|
$
|
(7.2
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
(43.9
|
)
|
|
$
|
(40.7
|
)
|
Realized gains on available-for-sale securities
|
(1.0
|
)
|
|
(2.2
|
)
|
|
(3.6
|
)
|
|
(19.7
|
)
|
||||
Realized losses on available-for-sale securities
|
0.3
|
|
|
0.7
|
|
|
1.3
|
|
|
3.2
|
|
||||
Gain on the sale of notes receivable
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
||||
Other income, net
|
$
|
(7.9
|
)
|
|
$
|
(7.6
|
)
|
|
$
|
(47.6
|
)
|
|
$
|
(57.2
|
)
|
|
March 31, 2015
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (A)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
||||||||
Money market securities, cash and other cash equivalents
|
$
|
10,025.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,025.7
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
8,975.7
|
|
|
184.8
|
|
|
(2.6
|
)
|
|
9,157.9
|
|
||||
U.S. Treasury and direct obligations of
U.S. government agencies
|
5,853.7
|
|
|
90.7
|
|
|
(2.8
|
)
|
|
5,941.6
|
|
||||
Asset-backed securities
|
2,307.5
|
|
|
18.2
|
|
|
(2.8
|
)
|
|
2,322.9
|
|
||||
Canadian government obligations and
Canadian government agency obligations |
966.1
|
|
|
17.8
|
|
|
(0.1
|
)
|
|
983.8
|
|
||||
Canadian provincial bonds
|
724.8
|
|
|
33.8
|
|
|
(0.1
|
)
|
|
758.5
|
|
||||
Municipal bonds
|
574.3
|
|
|
18.5
|
|
|
(0.3
|
)
|
|
592.5
|
|
||||
Other securities
|
763.1
|
|
|
21.4
|
|
|
(0.2
|
)
|
|
784.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total available-for-sale securities
|
20,165.2
|
|
|
385.2
|
|
|
(8.9
|
)
|
|
20,541.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total corporate investments and funds held for clients
|
$
|
30,190.9
|
|
|
$
|
385.2
|
|
|
$
|
(8.9
|
)
|
|
$
|
30,567.2
|
|
|
June 30, 2014
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (B)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market securities, cash and other cash equivalents
|
$
|
2,773.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,773.7
|
|
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
|
$
|
22,605.8
|
|
|
$
|
362.5
|
|
|
$
|
(38.1
|
)
|
|
$
|
22,930.2
|
|
|
March 31, 2015
|
||||||||||||||||||||||
|
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
|
$
|
(1.5
|
)
|
|
$
|
349.2
|
|
|
$
|
(1.1
|
)
|
|
$
|
224.9
|
|
|
$
|
(2.6
|
)
|
|
$
|
574.1
|
|
U.S. Treasury and direct obligations of
U.S. government agencies
|
(0.4
|
)
|
|
67.5
|
|
|
(2.4
|
)
|
|
399.2
|
|
|
(2.8
|
)
|
|
466.7
|
|
||||||
Asset-backed securities
|
(0.4
|
)
|
|
256.3
|
|
|
(2.4
|
)
|
|
405.2
|
|
|
(2.8
|
)
|
|
661.5
|
|
||||||
Canadian government obligations and
Canadian government agency obligations |
(0.1
|
)
|
|
44.0
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
44.0
|
|
||||||
Canadian provincial bonds
|
(0.1
|
)
|
|
41.1
|
|
|
—
|
|
|
10.0
|
|
|
(0.1
|
)
|
|
51.1
|
|
||||||
Municipal bonds
|
(0.2
|
)
|
|
53.0
|
|
|
(0.1
|
)
|
|
3.1
|
|
|
(0.3
|
)
|
|
56.1
|
|
||||||
Other securities
|
—
|
|
|
6.0
|
|
|
(0.2
|
)
|
|
14.0
|
|
|
(0.2
|
)
|
|
20.0
|
|
||||||
|
$
|
(2.7
|
)
|
|
$
|
817.1
|
|
|
$
|
(6.2
|
)
|
|
$
|
1,056.4
|
|
|
$
|
(8.9
|
)
|
|
$
|
1,873.5
|
|
|
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
|
|
|
|
March 31,
|
|
June 30,
|
||||
|
|
2015
|
|
2014
|
||||
Corporate investments:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,808.6
|
|
|
$
|
1,585.9
|
|
Short-term marketable securities
|
|
26.9
|
|
|
2,032.2
|
|
||
Long-term marketable securities
|
|
29.2
|
|
|
54.1
|
|
||
Total corporate investments
|
|
$
|
1,864.7
|
|
|
$
|
3,672.2
|
|
|
|
March 31,
|
|
June 30,
|
||||
|
|
2015
|
|
2014
|
||||
Funds held for clients:
|
|
|
|
|
||||
Restricted cash and cash equivalents held to satisfy client funds obligations
|
|
$
|
8,217.1
|
|
|
$
|
1,187.8
|
|
Restricted short-term marketable securities held to satisfy client funds obligations
|
|
4,542.2
|
|
|
1,312.5
|
|
||
Restricted long-term marketable securities held to satisfy client funds obligations
|
|
15,943.2
|
|
|
16,757.7
|
|
||
Total funds held for clients
|
|
$
|
28,702.5
|
|
|
$
|
19,258.0
|
|
One year or less
|
$
|
4,569.1
|
|
One year to two years
|
3,414.2
|
|
|
Two years to three years
|
3,037.6
|
|
|
Three years to four years
|
2,360.9
|
|
|
After four years
|
7,159.7
|
|
|
|
|
|
|
Total available-for-sale securities
|
$
|
20,541.5
|
|
|
March 31, 2015
|
|
June 30, 2014
|
||||||||||||
|
Current
|
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Trade receivables
|
$
|
1,599.1
|
|
|
$
|
—
|
|
|
$
|
1,457.7
|
|
|
$
|
—
|
|
Notes receivable
|
18.1
|
|
|
32.9
|
|
|
94.8
|
|
|
169.9
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts - trade receivables
|
(35.3
|
)
|
|
—
|
|
|
(38.1
|
)
|
|
—
|
|
||||
Allowance for doubtful accounts - notes receivable
|
(0.4
|
)
|
|
(0.7
|
)
|
|
(4.7
|
)
|
|
(8.3
|
)
|
||||
Unearned income - notes receivable
|
(0.8
|
)
|
|
(0.9
|
)
|
|
(6.0
|
)
|
|
(6.2
|
)
|
||||
|
$
|
1,580.7
|
|
|
$
|
31.3
|
|
|
$
|
1,503.7
|
|
|
$
|
155.4
|
|
|
Current
|
|
Long-term
|
||||
Balance at June 30, 2014
|
$
|
4.7
|
|
|
$
|
8.3
|
|
Net provision
|
0.3
|
|
|
0.7
|
|
||
Chargeoffs
|
(0.2
|
)
|
|
(0.4
|
)
|
||
Recoveries and other (A)
|
(4.4
|
)
|
|
(7.9
|
)
|
||
Balance at March 31, 2015
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
Employer
Services
|
|
PEO
Services
|
|
Total
|
||||||
Balance at June 30, 2014 (A)
|
$
|
1,882.4
|
|
|
$
|
4.8
|
|
|
$
|
1,887.2
|
|
Additions and other adjustments, net
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|||
Currency translation adjustments
|
(108.5
|
)
|
|
—
|
|
|
(108.5
|
)
|
|||
Balance at March 31, 2015 (A)
|
$
|
1,780.7
|
|
|
$
|
4.8
|
|
|
$
|
1,785.5
|
|
|
|
March 31,
|
|
June 30,
|
||||
|
|
2015
|
|
2014
|
||||
Intangible assets:
|
|
|
|
|
||||
Software and software licenses
|
|
$
|
1,610.1
|
|
|
$
|
1,523.2
|
|
Customer contracts and lists
|
|
625.8
|
|
|
648.7
|
|
||
Other intangibles
|
|
209.0
|
|
|
208.3
|
|
||
|
|
2,444.9
|
|
|
2,380.2
|
|
||
Less accumulated amortization:
|
|
|
|
|
|
|
||
Software and software licenses
|
|
(1,282.9
|
)
|
|
(1,231.2
|
)
|
||
Customer contracts and lists
|
|
(473.0
|
)
|
|
(467.1
|
)
|
||
Other intangibles
|
|
(190.7
|
)
|
|
(183.1
|
)
|
||
|
|
(1,946.6
|
)
|
|
(1,881.4
|
)
|
||
Intangible assets, net
|
|
$
|
498.3
|
|
|
$
|
498.8
|
|
|
Amount
|
||
Three months ending June 30, 2015
|
$
|
35.8
|
|
Twelve months ending June 30, 2016
|
$
|
139.8
|
|
Twelve months ending June 30, 2017
|
$
|
111.1
|
|
Twelve months ending June 30, 2018
|
$
|
62.1
|
|
Twelve months ending June 30, 2019
|
$
|
42.7
|
|
Twelve months ending June 30, 2020
|
$
|
35.8
|
|
•
|
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 the year ended June 30, 2013 ("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.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Operating expenses
|
$
|
6.3
|
|
|
$
|
5.5
|
|
|
$
|
21.4
|
|
|
$
|
15.7
|
|
Selling, general and administrative expenses
|
24.7
|
|
|
20.6
|
|
|
73.6
|
|
|
59.4
|
|
||||
System development and programming costs
|
4.9
|
|
|
4.2
|
|
|
16.0
|
|
|
11.8
|
|
||||
Total pretax stock-based compensation expense
|
$
|
35.9
|
|
|
$
|
30.3
|
|
|
$
|
111.0
|
|
|
$
|
86.9
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax benefit
|
$
|
13.0
|
|
|
$
|
11.2
|
|
|
$
|
39.8
|
|
|
$
|
31.4
|
|
|
|
Number
of Options
(in thousands)
|
|
Weighted
Average Price
(in dollars)
|
|||
Options outstanding at July 1, 2014
|
|
7,931
|
|
|
$
|
52
|
|
Options granted
|
|
949
|
|
|
$
|
87
|
|
Options exercised
|
|
(2,555
|
)
|
|
$
|
40
|
|
Options canceled
|
|
(159
|
)
|
|
$
|
58
|
|
Options increased for spin-off adjustment ratio
|
|
849
|
|
|
$
|
47
|
|
CDK employee options replaced at spin-off with CDK awards
|
|
(823
|
)
|
|
$
|
54
|
|
Options outstanding at March 31, 2015
|
|
6,192
|
|
|
$
|
55
|
|
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Restricted shares/units outstanding at July 1, 2014
|
|
2,341
|
|
|
571
|
|
Restricted shares/units granted
|
|
907
|
|
|
217
|
|
Restricted shares/units vested
|
|
(1,073
|
)
|
|
(250
|
)
|
Restricted shares/units forfeited
|
|
(130
|
)
|
|
(34
|
)
|
Share/unit increase for spin-off adjustment ratio
|
|
267
|
|
|
64
|
|
CDK employee restricted shares/units replaced at spin-off with CDK awards
|
|
(189
|
)
|
|
(43
|
)
|
Restricted shares/units outstanding at March 31, 2015
|
|
2,123
|
|
|
525
|
|
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Restricted shares/units outstanding at July 1, 2014
|
|
803
|
|
|
318
|
|
Restricted shares/units granted
|
|
339
|
|
|
217
|
|
Restricted shares/units vested
|
|
(224
|
)
|
|
(13
|
)
|
Restricted shares/units forfeited
|
|
(68
|
)
|
|
(14
|
)
|
Share/unit increase for spin-off adjustment ratio
|
|
118
|
|
|
67
|
|
CDK employee restricted shares/units replaced at spin-off with CDK awards
|
|
(45
|
)
|
|
(35
|
)
|
Restricted shares/units outstanding at March 31, 2015
|
|
923
|
|
|
540
|
|
|
Nine Months Ended
|
||||||
|
March 31,
|
||||||
|
2015
|
|
2014
|
||||
Risk-free interest rate
|
1.5% - 1.9%
|
|
|
1.5% - 1.7%
|
|
||
Dividend yield
|
2.3
|
%
|
|
2.3% - 2.4%
|
|
||
Weighted average volatility factor
|
22.8% - 23.5%
|
|
|
23.8%
|
|
||
Weighted average expected life (in years)
|
5.4
|
|
|
5.4
|
|
||
Weighted average fair value (in dollars) (A)
|
$
|
14.28
|
|
|
$
|
11.89
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost – benefits earned during the period
|
$
|
16.4
|
|
|
$
|
16.6
|
|
|
$
|
52.0
|
|
|
$
|
49.8
|
|
Interest cost on projected benefits
|
15.6
|
|
|
15.6
|
|
|
47.2
|
|
|
46.9
|
|
||||
Expected return on plan assets
|
(32.4
|
)
|
|
(29.8
|
)
|
|
(97.3
|
)
|
|
(89.5
|
)
|
||||
Net amortization and deferral
|
4.3
|
|
|
5.0
|
|
|
12.9
|
|
|
15.0
|
|
||||
Curtailments and special termination benefits
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
||||
Net pension expense
|
$
|
3.9
|
|
|
$
|
7.4
|
|
|
$
|
18.0
|
|
|
$
|
22.2
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2015
|
||||||||||||||
|
Currency Translation Adjustment
|
|
Net Gains/Losses on Available-for-sale Securities
|
|
Pension Liability
|
|
Accumulated Other Comprehensive Loss
|
||||||||
Balance at December 31, 2014
|
$
|
(154.4
|
)
|
|
$
|
163.7
|
|
|
$
|
(124.0
|
)
|
|
$
|
(114.7
|
)
|
Other comprehensive (loss)/income
before reclassification adjustments
|
(108.7
|
)
|
|
128.9
|
|
|
—
|
|
|
20.2
|
|
||||
Tax effect
|
—
|
|
|
(44.4
|
)
|
|
—
|
|
|
(44.4
|
)
|
||||
Reclassification adjustments to
net earnings
|
—
|
|
|
(0.7
|
)
|
(A)
|
3.9
|
|
(B)
|
3.2
|
|
||||
Tax effect
|
—
|
|
|
0.2
|
|
|
(1.5
|
)
|
|
(1.3
|
)
|
||||
Balance at March 31, 2015
|
$
|
(263.1
|
)
|
|
$
|
247.7
|
|
|
$
|
(121.6
|
)
|
|
$
|
(137.0
|
)
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2014
|
||||||||||||||
|
Currency Translation Adjustment
|
|
Net Gains/Losses on Available-for-sale Securities
|
|
Pension Liability
|
|
Accumulated Other Comprehensive Income
|
||||||||
Balance at December 31, 2013
|
$
|
76.1
|
|
|
$
|
138.0
|
|
|
$
|
(203.4
|
)
|
|
$
|
10.7
|
|
Other comprehensive (loss)/income
before reclassification adjustments
|
(3.2
|
)
|
|
43.8
|
|
|
—
|
|
|
40.6
|
|
||||
Tax effect
|
—
|
|
|
(15.1
|
)
|
|
—
|
|
|
(15.1
|
)
|
||||
Reclassification adjustments to
net earnings
|
1.5
|
|
(C)
|
(1.5
|
)
|
(A)
|
5.1
|
|
(B)
|
5.1
|
|
||||
Tax effect
|
—
|
|
|
0.5
|
|
|
(0.8
|
)
|
|
(0.3
|
)
|
||||
Balance at March 31, 2014
|
$
|
74.4
|
|
|
$
|
165.7
|
|
|
$
|
(199.1
|
)
|
|
$
|
41.0
|
|
|
Nine Months Ended
|
||||||||||||||
|
March 31, 2015
|
||||||||||||||
|
Currency Translation Adjustment
|
|
Net Gains/Losses on Available-for-sale Securities
|
|
Pension Liability
|
|
Accumulated Other Comprehensive Income/(Loss)
|
||||||||
Balance at June 30, 2014
|
$
|
99.5
|
|
|
$
|
211.6
|
|
|
$
|
(132.9
|
)
|
|
$
|
178.2
|
|
Other comprehensive (loss)/income
before reclassification adjustments
|
(274.4
|
)
|
|
54.2
|
|
|
—
|
|
|
(220.2
|
)
|
||||
Tax effect
|
—
|
|
|
(16.6
|
)
|
|
—
|
|
|
(16.6
|
)
|
||||
Reclassification adjustments to
net earnings |
—
|
|
|
(2.3
|
)
|
(A)
|
17.2
|
|
(B)
|
14.9
|
|
||||
Tax effect
|
—
|
|
|
0.8
|
|
|
(5.9
|
)
|
|
(5.1
|
)
|
||||
Reclassification adjustments to
retained earnings
|
(88.2
|
)
|
(D)
|
—
|
|
|
—
|
|
|
(88.2
|
)
|
||||
Balance at March 31, 2015
|
$
|
(263.1
|
)
|
|
$
|
247.7
|
|
|
$
|
(121.6
|
)
|
|
$
|
(137.0
|
)
|
|
Nine Months Ended
|
||||||||||||||
|
March 31, 2014
|
||||||||||||||
|
Currency Translation Adjustment
|
|
Net Gains/Losses on Available-for-sale Securities
|
|
Pension Liability
|
|
Accumulated Other Comprehensive Income
|
||||||||
Balance at June 30, 2013
|
$
|
39.6
|
|
|
$
|
186.7
|
|
|
$
|
(210.9
|
)
|
|
$
|
15.4
|
|
Other comprehensive income/(loss)
before reclassification adjustments
|
33.3
|
|
|
(16.0
|
)
|
|
—
|
|
|
17.3
|
|
||||
Tax effect
|
—
|
|
|
5.4
|
|
|
—
|
|
|
5.4
|
|
||||
Reclassification adjustments to
net earnings
|
1.5
|
|
(C)
|
(16.5
|
)
|
(A)
|
15.4
|
|
(B)
|
0.4
|
|
||||
Tax effect
|
—
|
|
|
6.1
|
|
|
(3.6
|
)
|
|
2.5
|
|
||||
Balance at March 31, 2014
|
$
|
74.4
|
|
|
$
|
165.7
|
|
|
$
|
(199.1
|
)
|
|
$
|
41.0
|
|
|
Revenues from
Continuing Operations
|
||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Employer Services
|
$
|
2,474.7
|
|
|
$
|
2,350.9
|
|
|
$
|
6,743.7
|
|
|
$
|
6,396.1
|
|
PEO Services
|
748.5
|
|
|
650.8
|
|
|
1,969.3
|
|
|
1,686.9
|
|
||||
Other
|
(4.8
|
)
|
|
(0.1
|
)
|
|
(7.7
|
)
|
|
—
|
|
||||
Reconciling item:
|
|
|
|
|
|
|
|
||||||||
Client fund interest
|
(186.7
|
)
|
|
(176.5
|
)
|
|
(438.5
|
)
|
|
(402.2
|
)
|
||||
|
$
|
3,031.7
|
|
|
$
|
2,825.1
|
|
|
$
|
8,266.8
|
|
|
$
|
7,680.8
|
|
|
Earnings from Continuing Operations
before Income Taxes
|
||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Employer Services
|
$
|
934.3
|
|
|
$
|
842.3
|
|
|
$
|
2,145.9
|
|
|
$
|
1,961.6
|
|
PEO Services
|
80.6
|
|
|
60.6
|
|
|
226.0
|
|
|
172.0
|
|
||||
Other
|
(85.6
|
)
|
|
(65.6
|
)
|
|
(237.2
|
)
|
|
(205.1
|
)
|
||||
Reconciling item:
|
|
|
|
|
|
|
|
|
|||||||
Client fund interest
|
(186.7
|
)
|
|
(176.5
|
)
|
|
(438.5
|
)
|
|
(402.2
|
)
|
||||
|
$
|
742.6
|
|
|
$
|
660.8
|
|
|
$
|
1,696.2
|
|
|
$
|
1,526.3
|
|
|
Three Months Ended
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||
|
March 31,
|
|
|
|
|
|
March 31,
|
|
|
|
|
||||||||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
||||||||||||||
Total revenues from continuing operations
|
$
|
3,031.7
|
|
|
$
|
2,825.1
|
|
|
$
|
206.6
|
|
|
7
|
%
|
|
$
|
8,266.8
|
|
|
$
|
7,680.8
|
|
|
$
|
586.0
|
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
1,484.7
|
|
|
1,395.9
|
|
|
88.8
|
|
|
6
|
%
|
|
4,234.0
|
|
|
3,945.2
|
|
|
288.8
|
|
|
7
|
%
|
||||||
Systems development and
programming costs
|
150.7
|
|
|
139.5
|
|
|
11.2
|
|
|
8
|
%
|
|
446.3
|
|
|
410.6
|
|
|
35.7
|
|
|
9
|
%
|
||||||
Depreciation and amortization
|
52.6
|
|
|
50.3
|
|
|
2.3
|
|
|
5
|
%
|
|
156.6
|
|
|
149.3
|
|
|
7.3
|
|
|
5
|
%
|
||||||
Total costs of revenues
|
1,688.0
|
|
|
1,585.7
|
|
|
102.3
|
|
|
6
|
%
|
|
4,836.9
|
|
|
4,505.1
|
|
|
331.8
|
|
|
7
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Selling, general and
administrative costs
|
608.2
|
|
|
585.3
|
|
|
22.9
|
|
|
4
|
%
|
|
1,776.4
|
|
|
1,701.9
|
|
|
74.5
|
|
|
4
|
%
|
||||||
Interest expense
|
0.8
|
|
|
0.9
|
|
|
(0.1
|
)
|
|
(11
|
)%
|
|
4.9
|
|
|
4.7
|
|
|
0.2
|
|
|
4
|
%
|
||||||
Total expenses
|
2,297.0
|
|
|
2,171.9
|
|
|
125.1
|
|
|
6
|
%
|
|
6,618.2
|
|
|
6,211.7
|
|
|
406.5
|
|
|
7
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other income, net
|
(7.9
|
)
|
|
(7.6
|
)
|
|
0.3
|
|
|
4
|
%
|
|
(47.6
|
)
|
|
(57.2
|
)
|
|
(9.6
|
)
|
|
(17
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings from continuing
operations before income taxes
|
$
|
742.6
|
|
|
$
|
660.8
|
|
|
$
|
81.8
|
|
|
12
|
%
|
|
$
|
1,696.2
|
|
|
$
|
1,526.3
|
|
|
$
|
169.9
|
|
|
11
|
%
|
Margin
|
24.5
|
%
|
|
23.4
|
%
|
|
|
|
|
|
20.5
|
%
|
|
19.9
|
%
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Provision for income taxes
|
$
|
250.6
|
|
|
$
|
227.6
|
|
|
$
|
23.0
|
|
|
10
|
%
|
|
$
|
572.2
|
|
|
$
|
514.1
|
|
|
$
|
58.1
|
|
|
11
|
%
|
Effective tax rate
|
33.7
|
%
|
|
34.4
|
%
|
|
|
|
|
|
33.7
|
%
|
|
33.7
|
%
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings from continuing
operations
|
$
|
492.0
|
|
|
$
|
433.2
|
|
|
$
|
58.8
|
|
|
14
|
%
|
|
$
|
1,124.0
|
|
|
$
|
1,012.2
|
|
|
$
|
111.8
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Diluted earnings per share from
continuing operations
|
$
|
1.04
|
|
|
$
|
0.90
|
|
|
$
|
0.14
|
|
|
16
|
%
|
|
$
|
2.35
|
|
|
$
|
2.09
|
|
|
$
|
0.26
|
|
|
12
|
%
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||||
|
March 31,
|
|
|
|
March 31,
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
2015
|
|
2014
|
|
$ Change
|
||||||||||||
Interest income on corporate funds
|
$
|
(7.2
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
1.1
|
|
|
$
|
(43.9
|
)
|
|
$
|
(40.7
|
)
|
|
$
|
3.2
|
|
Realized gains on available-for-sale securities
|
(1.0
|
)
|
|
(2.2
|
)
|
|
(1.2
|
)
|
|
(3.6
|
)
|
|
(19.7
|
)
|
|
(16.1
|
)
|
||||||
Realized losses on available-for-sale securities
|
0.3
|
|
|
0.7
|
|
|
0.4
|
|
|
1.3
|
|
|
3.2
|
|
|
1.9
|
|
||||||
Gain on the sale of notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
1.4
|
|
||||||
Other income, net
|
$
|
(7.9
|
)
|
|
$
|
(7.6
|
)
|
|
$
|
0.3
|
|
|
$
|
(47.6
|
)
|
|
$
|
(57.2
|
)
|
|
$
|
(9.6
|
)
|
|
Revenues from Continuing Operations
|
||||||||||||||||||||||||||||
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||||
|
March 31,
|
|
|
|
March 31,
|
|
|
|
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
||||||||||||||
Employer Services
|
$
|
2,474.7
|
|
|
$
|
2,350.9
|
|
|
$
|
123.8
|
|
|
5
|
%
|
|
$
|
6,743.7
|
|
|
$
|
6,396.1
|
|
|
$
|
347.6
|
|
|
5
|
%
|
PEO Services
|
748.5
|
|
|
650.8
|
|
|
97.7
|
|
|
15
|
%
|
|
1,969.3
|
|
|
1,686.9
|
|
|
282.4
|
|
|
17
|
%
|
||||||
Other
|
(4.8
|
)
|
|
(0.1
|
)
|
|
(4.7
|
)
|
|
|
|
(7.7
|
)
|
|
—
|
|
|
(7.7
|
)
|
|
|
||||||||
Reconciling item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Client fund interest
|
(186.7
|
)
|
|
(176.5
|
)
|
|
(10.2
|
)
|
|
|
|
(438.5
|
)
|
|
(402.2
|
)
|
|
(36.3
|
)
|
|
|
||||||||
|
$
|
3,031.7
|
|
|
$
|
2,825.1
|
|
|
$
|
206.6
|
|
|
7
|
%
|
|
$
|
8,266.8
|
|
|
$
|
7,680.8
|
|
|
$
|
586.0
|
|
|
8
|
%
|
|
Earnings from Continuing Operations before Income Taxes
|
||||||||||||||||||||||||||||
|
Three Months Ended
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||
|
March 31,
|
|
|
|
|
|
March 31,
|
|
|
|
|
||||||||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
||||||||||||||
Employer Services
|
$
|
934.3
|
|
|
$
|
842.3
|
|
|
$
|
92.0
|
|
|
11
|
%
|
|
$
|
2,145.9
|
|
|
$
|
1,961.6
|
|
|
$
|
184.3
|
|
|
9
|
%
|
PEO Services
|
80.6
|
|
|
60.6
|
|
|
20.0
|
|
|
33
|
%
|
|
226.0
|
|
|
172.0
|
|
|
54.0
|
|
|
31
|
%
|
||||||
Other
|
(85.6
|
)
|
|
(65.6
|
)
|
|
(20.0
|
)
|
|
|
|
(237.2
|
)
|
|
(205.1
|
)
|
|
(32.1
|
)
|
|
|
||||||||
Reconciling item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Client fund interest
|
(186.7
|
)
|
|
(176.5
|
)
|
|
(10.2
|
)
|
|
|
|
(438.5
|
)
|
|
(402.2
|
)
|
|
(36.3
|
)
|
|
|
||||||||
|
$
|
742.6
|
|
|
$
|
660.8
|
|
|
$
|
81.8
|
|
|
12
|
%
|
|
$
|
1,696.2
|
|
|
$
|
1,526.3
|
|
|
$
|
169.9
|
|
|
11
|
%
|
|
|
Nine Months Ended
|
|
|
||||||||
|
|
March 31,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
$ Change
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
1,464.2
|
|
|
$
|
1,216.9
|
|
|
$
|
247.3
|
|
Investing activities
|
|
(7,476.5
|
)
|
|
(4,178.5
|
)
|
|
(3,298.0
|
)
|
|||
Financing activities
|
|
5,949.8
|
|
|
2,935.8
|
|
|
3,014.0
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(112.5
|
)
|
|
(2.3
|
)
|
|
(110.2
|
)
|
|||
Net change in cash and cash equivalents
|
|
$
|
(175.0
|
)
|
|
$
|
(28.1
|
)
|
|
$
|
(146.9
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Average investment balances at cost:
|
|
|
|
|
|
|
|
||||||||
Corporate investments
|
$
|
2,874.9
|
|
|
$
|
2,280.8
|
|
|
$
|
4,676.7
|
|
|
$
|
4,065.0
|
|
Funds held for clients
|
26,206.9
|
|
|
25,246.9
|
|
|
21,541.9
|
|
|
20,368.6
|
|
||||
Total
|
$
|
29,081.8
|
|
|
$
|
27,527.7
|
|
|
$
|
26,218.6
|
|
|
$
|
24,433.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average interest rates earned exclusive of realized
gains/(losses) on:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate investments
|
1.0
|
%
|
|
1.2
|
%
|
|
1.3
|
%
|
|
1.4
|
%
|
||||
Funds held for clients
|
1.5
|
%
|
|
1.6
|
%
|
|
1.7
|
%
|
|
1.8
|
%
|
||||
Total
|
1.5
|
%
|
|
1.6
|
%
|
|
1.7
|
%
|
|
1.8
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Realized gains on available-for-sale securities
|
$
|
1.0
|
|
|
$
|
2.2
|
|
|
$
|
3.6
|
|
|
$
|
19.7
|
|
Realized losses on available-for-sale securities
|
(0.3
|
)
|
|
(0.7
|
)
|
|
(1.3
|
)
|
|
(3.2
|
)
|
||||
Net realized gains on available-for-sale securities
|
$
|
0.7
|
|
|
$
|
1.5
|
|
|
$
|
2.3
|
|
|
$
|
16.5
|
|
|
March 31, 2015
|
|
June 30, 2014
|
||||
Net unrealized pre-tax gains on available-for-sale securities
|
$
|
376.3
|
|
|
$
|
324.4
|
|
|
|
|
|
||||
Total available-for-sale securities at fair value
|
$
|
20,541.5
|
|
|
$
|
20,156.5
|
|
|
|
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)
|
|||||
Period
|
|
|
|
|
|||||||||
January 1 to 31, 2015
|
|
2,948,390
|
|
|
$
|
84.41
|
|
|
2,947,700
|
|
|
36,802,843
|
|
|
|
|
|
|
|
|
|
|
|||||
February 1 to 28, 2015
|
|
2,435,937
|
|
|
$
|
87.15
|
|
|
2,435,000
|
|
|
34,367,843
|
|
|
|
|
|
|
|
|
|
|
|||||
March 1 to 31, 2015
|
|
2,144,935
|
|
|
$
|
86.59
|
|
|
2,144,700
|
|
|
32,223,143
|
|
Total
|
|
7,529,262
|
|
|
|
|
|
7,527,400
|
|
|
|
|
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
|
Exhibit Number
|
Exhibit
|
10.1
|
Automatic Data Processing, Inc. Executive Retirement Plan (Management Compensatory Plan)
|
10.2
|
Automatic Data Processing, Inc. Retirement and Savings Restoration Plan (Management Compensatory Plan)
|
10.3
|
Automatic Data Processing, Inc. Corporate Officer Severance Plan (Management Compensatory Plan)
|
10.4
|
Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) (Management Compensatory Plan)
|
10.5
|
Form of Restricted Stock Award Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) (Management Compensatory Plan)
|
10.6
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) (Management Compensatory Plan)
|
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
|
|
|
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
|
|
|
|
Date:
|
May 6, 2015
|
/s/ Jan Siegmund
Jan Siegmund
|
|
|
|
|
|
Chief Financial Officer
(Title)
|
Article 1. General Information
|
3
|
1.1 Purpose of the Plan
|
3
|
1.2 Legal Status
|
3
|
1.3 Effective Date
|
3
|
|
|
Article 2. Definitions
|
4
|
2.1 Definitions
|
4
|
2.2 Construction
|
8
|
|
|
Article 3. Participation
|
8
|
3.1 Eligibility
|
8
|
|
|
Article 4. Contributions
|
8
|
4.1 Contribution Amount
|
8
|
4.2 Contribution Timing
|
9
|
|
|
Article 5. Accounts
|
9
|
5.1 Establishment of Accounts
|
9
|
5.2 Earnings
|
10
|
|
|
Article 6. Vesting
|
10
|
6.1 Vesting
|
10
|
6.2 Forfeitures
|
10
|
|
|
Article 7. Distributions
|
10
|
7.1 Elections
|
11
|
7.2 Change to Form of Payment
|
11
|
7.3 Separation From Service
|
12
|
7.4 Death
|
12
|
|
|
Article 8. Administration
|
12
|
8.1 Committee
|
12
|
8.2 Committee Action
|
13
|
8.3 Powers of the Committee
|
13
|
8.4 Construction and Interpretation
|
14
|
8.5 Compensation and Expenses
|
14
|
|
|
Article 9. Amendment
|
14
|
9.1 Amendment to the Plan
|
14
|
9.2 Continuation of the Plan
|
14
|
|
|
Article 10. Claims Procedure
|
14
|
10.1 Initial Claim
|
14
|
10.2 Claim Decision
|
15
|
10.3 Appeal Process
|
15
|
|
|
Article 11. Miscellaneous Provisions
|
15
|
11.1 Unsecured General Creditor
|
15
|
11.2 No Employment Rights
|
16
|
11.3 Tax Withholding
|
16
|
11.4 Non-alienation of Benefits
|
16
|
11.5 Severability
|
16
|
11.6 Section 409A
|
16
|
11.7 Controlling Law
|
17
|
(a)
|
The Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management and highly compensated employees.
|
(b)
|
The Plan is intended to meet the exemptions provided in Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, as well as the requirements of Department of Labor Regulation Section 2520.104-23. The Plan shall be administered and interpreted so as to meet the requirements of these exemptions and the regulation.
|
(c)
|
The Plan is subject to the provisions of Code Section 409A. The Plan shall be administered and interpreted so as to meet the requirements of Code Section 409A.
|
(a)
|
“Account”
means the recordkeeping account maintained by the Company on behalf of a Participant that reflects the amount credited to the Participant under the terms of the Plan, including all Company Contributions and any earnings, gains or losses credited with respect to such amounts.
|
(b)
|
“Beneficiary”
means the individual, trust, or estate designated by a Participant to receive Plan benefits in the event of the Participant’s death.
|
(c)
|
“Board of Directors”
means the Board of Directors of the Company.
|
(d)
|
“
Cause
” means, (i) the Company or an affiliate having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting agreement between the Participant and the Company or an affiliate in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), (A) the good faith determination by the Committee that the Participant has ceased to perform his or her duties to the Company or an affiliate (other than as a result of his or her incapacity due to physical or mental illness or injury), which failure amounts to an intentional and extended neglect of his or her duties to such party, provided that no such failure shall constitute Cause unless the Participant has been given notice of such failure and (if cure is reasonably possible) has not cured such act or omission within 15 days following receipt of such notice, (B) the Committee’s good faith determination that the Participant has engaged or is about to engage in conduct injurious to the Company or an affiliate, (C) the Participant having been convicted of, or plead guilty or no contest to, a felony or any crime involving fraud or dishonesty as a material element thereof, or (D) the consistent failure of the Participant to follow the lawful instructions of the Board of Directors or his or her direct superiors, which failure amounts to an intentional and extended neglect of his or her duties to the Company or an affiliate thereof. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.
|
(e)
|
“Code”
means the Internal Revenue Code of 1986, as amended, or any other provision of law of similar purpose as may at any time be substituted therefore.
|
(f)
|
“Committee”
means a committee as the Compensation Committee may appoint to administer the Plan or, if no such committee has been appointed by the Compensation Committee, then it shall be the Compensation Committee. As of the effective date of this Plan, the Committee shall consist of (i) the person occupying the position of General Counsel of the Company, and (ii) the person occupying the position of Chief Human Resources Officer of the Company. In the event of a vacancy in either the position of General Counsel or Chief Human Resources Officer, then unless the Compensation Committee otherwise determines, the Committee shall consist of the remaining person until such vacant position is filled.
|
(g)
|
“Company”
means Automatic Data Processing, Inc.
|
(h)
|
“Company Contributions”
means contributions allocated to a Participant’s Account pursuant to Article 4.
|
(i)
|
“Compensation”
means the base salary and the compensation earned pursuant to any short-term cash incentive plan or cash bonus plan or program adopted by the Company during the Plan Year (determined without regard to any reduction therein attributable to pre-tax contributions to the Qualified Plans or any other program maintained by the Company to which pre-tax contributions can be made under the Code);
provided
,
however
, that the following compensation shall not qualify as “Compensation” hereunder: spot bonuses, hiring bonuses, separation payments, retention payments, or other special or extraordinary payments. The Compensation Committee has the discretion to include any special cash bonus awards as Compensation.
|
(j)
|
“
Compensation Committee
” shall mean the Compensation Committee of the Board.
|
(k)
|
“Continuous Service”
means an Employee’s uninterrupted period of common law, full-time employment with the Company or any parent, subsidiary, or affiliate of the Company.
|
(l)
|
“Disability”
means a circumstance where the Company shall have cause to terminate a Participant’s employment or service on account of “disability,” as defined in any then-existing employment, consulting or other similar agreement between the Participant and the Company or, in the absence of such an
|
(m)
|
“Distribution Election”
means the election made by a Participant, as described in Article 7.1 as to the payment form for such Participant’s balance under the Plan.
|
(n)
|
“Employee”
means any
individual employed on a full-time basis by the Company, or any parent, subsidiary, or affiliate of the Company.
|
(o)
|
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any other provision of law of similar purpose as may at any time be substituted therefor.
|
(p)
|
“Investment Fund”
means a fund (which may be notional) selected by the Committee as described in Article 5.2 to determine earnings on Company Contributions.
|
(q)
|
“Nonqualified Plans”
means the Automatic Data Processing, Inc. Deferred Compensation Plan (as amended from time to time), the Automatic Data Processing, Inc. Retirement and Savings Restoration Plan (as amended from time to time), and any other retirement or savings plan maintained by the Company or its subsidiaries that is not intended to be qualified under Section 401(a) or Section 401(k) of the Code.
|
(r)
|
“Participant”
means any Employee who has begun participating in the Plan in accordance with the requirements of Article 3.1 and who continues to be entitled to accrue additional benefits under the Plan, or a former Employee who is no
|
(s)
|
“Participation Commencement Date”
means, with respect to a Participant, the date on which such Participant commences participation in the Plan in accordance with Article 3.1.
|
(t)
|
“Plan”
means the Automatic Data Processing, Inc. Executive Retirement Plan, as set forth in this document and as hereafter amended from time to time.
|
(u)
|
“Plan Year”
means the calendar year beginning January 1 and ending December 31.
|
(v)
|
“Qualified Plans”
means the Automatic Data Processing, Inc. Pension Retirement Plan (as amended from time to time), the Automatic Data Processing, Inc. Retirement and Savings Plan (as amended from time to time), and any other retirement or savings plan maintained by the Company or its subsidiaries that qualifies under Sections 401(a) and/or 401(k) of the Code.
|
(w)
|
“Separation From Service”
means when the Participant ceases to be employed by the Company and all entities considered a single employer with the Company under Code Sections 414(b) and (c) as a result of death, retirement, or other termination of employment. For this purpose, an 80% or greater threshold will be used in determining a controlled group of corporations within the meaning of Code Section 414(b) and the trades and businesses that are under common control within the meaning of Code Section 414(c).
|
(a)
|
8% of Compensation.
|
(b)
|
The maximum potential employer contributions and/or credits that could have been made on behalf of such Participant to the Qualified Plans for such Plan Year (excluding amounts credited as earnings and/or interest), assuming for such purpose that the Participant had elected and made the maximum contributions to such Qualified Plans for such Plan Year.
|
(c)
|
The actual employer contributions that have been made on behalf of such Participant to the other Nonqualified Plans for such Plan Year.
|
(a)
|
three years of Continuous Service with the Company from date of hire;
|
(b)
|
Participant’s death; and
|
(c)
|
Participant’s Disability.
|
(a)
|
The Participant’s employment is terminated for Cause; or
|
(b)
|
While employed or within 24 months after Separation From Service, the Participant violates
a non-competition, non-solicitation or non-disclosure covenant or agreement between the Participant and the Company or any affiliate
.
|
(a)
|
Lump sum; or
|
(b)
|
5, 10, or 15 annual installments with each installment equal to the Participant’s vested Account balance (as of the date of determination set forth in Article 7.3) divided by the number of remaining installments.
|
(a)
|
The election is made at least 12 months prior to the date on which payments were scheduled to begin.
|
(b)
|
The election delays the payment for at least 5 years from the date on which payments were scheduled to begin.
|
(a)
|
If the Participant has elected (or is deemed to have elected) a lump sum, the value thereof shall be determined as of the ninth day of the seventh month following the Separation from Service, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter.
|
(b)
|
If the Participant has elected installments, (i) the first installment shall be valued as of the ninth day of the seventh month following the Separation from Service, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter, and (ii) each subsequent installment shall be valued as of the ninth day of September of each of the following calendar years, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter. For the avoidance of doubt, under no circumstances shall two installments be paid in a single calendar year.
|
(a)
|
specific reason for the denial;
|
(b)
|
specific references to pertinent Plan provisions on which the denial is based;
|
(c)
|
if applicable, a description of any additional material or information necessary for the Claimant to provide in order to perfect the claim and an explanation as to why such material or such information is necessary; and
|
(d)
|
steps for Claimant to submit his or her clam for further review.
|
Article 1. General Information
|
3
|
1.1 Purpose of the Plan
|
3
|
1.2 Legal Status
|
3
|
1.3 Effective Date
|
3
|
|
|
Article 2. Definitions
|
4
|
2.1 Definitions
|
4
|
2.2 Construction
|
7
|
|
|
Article 3. Participation
|
8
|
3.1 Eligibility
|
8
|
|
|
Article 4. Contributions
|
8
|
4.1 Contribution Amount
|
8
|
4.2 Contribution Timing
|
10
|
|
|
Article 5. Accounts
|
10
|
5.1 Establishment of Accounts
|
10
|
5.2 Earnings
|
10
|
|
|
Article 6. Vesting
|
10
|
6.1 Vesting
|
10
|
6.2 Forfeitures
|
11
|
|
|
Article 7. Distributions
|
11
|
7.1 Elections
|
11
|
7.2 Change to Form of Payment
|
12
|
7.3 Separation From Service
|
12
|
7.4 Death
|
12
|
|
|
Article 8. Administration
|
13
|
8.1 Committee
|
13
|
8.2 Committee Action
|
13
|
8.3 Powers of the Committee
|
13
|
8.4 Construction and Interpretation
|
14
|
8.5 Compensation and Expenses
|
14
|
|
|
Article 9. Amendment
|
14
|
9.1 Amendment to the Plan
|
14
|
9.2 Continuation of the Plan
|
15
|
|
|
Article 10. Claims Procedure
|
15
|
10.1 Initial Claim
|
15
|
10.2 Claim Decision
|
15
|
10.3 Appeal Process
|
15
|
|
|
Article 11. Miscellaneous Provisions
|
16
|
11.1 Unsecured General Creditor
|
16
|
11.2 No Employment Rights
|
16
|
11.3 Tax Withholding
|
16
|
11.4 Non-alienation of Benefits
|
17
|
11.5 Severability
|
17
|
11.6 Section 409A
|
17
|
11.7 Controlling Law
|
17
|
(a)
|
The Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management and highly compensated employees.
|
(b)
|
The Plan is intended to meet the exemptions provided in Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, as well as the requirements of Department of Labor Regulation Section 2520.104-23. The Plan shall be administered and interpreted so as to meet the requirements of these exemptions and the regulation.
|
(c)
|
The Plan is subject to the provisions of Code Section 409A. The Plan shall be administered and interpreted so as to meet the requirements of Code Section 409A.
|
(a)
|
“Account”
means the recordkeeping account maintained by the Company on behalf of a Participant that reflects the amount credited to the Participant under the terms of the Plan, including all Company Contributions and any earnings, gains or losses credited with respect to such amounts.
|
(b)
|
“Beneficiary”
means the individual, trust, or estate designated by a Participant to receive Plan benefits in the event of the Participant’s death.
|
(c)
|
“Board of Directors”
means the Board of Directors of the Company.
|
(d)
|
“
Cause
” means, (i) the Company or an affiliate having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting agreement between the Participant and the Company or an affiliate in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), (A) the good faith determination by the Committee that the Participant has ceased to perform his or her duties to the Company or an affiliate (other than as a result of his or her incapacity due to physical or mental illness or injury), which failure amounts to an intentional and extended neglect of his or her duties to such party, provided that no such failure shall constitute Cause unless the Participant has been given notice of such failure and (if cure is reasonably possible) has not cured such act or omission within 15 days following receipt of such notice, (B) the Committee’s good faith determination that the Participant has engaged or is about to engage in conduct injurious to the Company or an affiliate, (C) the Participant having been convicted of, or plead guilty or no contest to, a felony or any crime involving fraud or dishonesty as a material element thereof, or (D) the consistent failure of the Participant to follow the lawful instructions of the Board of Directors or his or her direct superiors, which failure amounts to an intentional and extended neglect of his or her duties to the Company or an
|
(e)
|
“Code”
means the Internal Revenue Code of 1986, as amended, or any other provision of law of similar purpose as may at any time be substituted therefore.
|
(f)
|
“Committee”
means a committee as the Compensation Committee may appoint to administer the Plan or, if no such committee has been appointed by the Compensation Committee, then it shall be the Compensation Committee. As of the effective date of this Plan, the Committee shall consist of (i) the person occupying the position of General Counsel of the Company, and (ii) the person occupying the position of Chief Human Resources Officer of the Company. In the event of a vacancy in either the position of General Counsel or Chief Human Resources Officer, then unless the Compensation Committee otherwise determines, the Committee shall consist of the remaining person until such vacant position is filled.
|
(g)
|
“Company”
means Automatic Data Processing, Inc.
|
(h)
|
“Company Contributions”
means contributions allocated to a Participant’s Account pursuant to Article 4.
|
(i)
|
“Compensation”
means ‘Compensation’ as defined from time to time in the Qualified Plan.
|
(j)
|
“
Compensation Committee
” shall mean the Compensation Committee of the Board.
|
(k)
|
“Continuous Service”
means an Employee’s uninterrupted period of common law, full-time employment with the Company or any parent, subsidiary, or affiliate of the Company.
|
(l)
|
“Disability”
means a circumstance where the Company shall have cause to terminate a Participant’s employment or service on account of “disability,” as defined in any then-existing employment, consulting or other similar agreement between the Participant and the Company or, in the absence of such an employment, consulting or other similar agreement (or the absence of any definition thereof contained therein), a condition entitling the Participant to receive benefits under a long-term disability plan of the Company, or, in the absence of such a plan, as determined by the Committee
|
(m)
|
“Distribution Election”
means the election made by a Participant, as described in Article 7.1 as to the payment form for such Participant’s balance under the Plan.
|
(n)
|
“Employee”
means any
individual employed on a full-time basis by the Company, or any parent, subsidiary, or affiliate of the Company.
|
(o)
|
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any other provision of law of similar purpose as may at any time be substituted therefor.
|
(p)
|
“Investment Fund”
means a fund (which may be notional) selected by the Committee as described in Article 5.2 to determine earnings on Company Contributions.
|
(q)
|
“Participant”
means any Employee who has begun participating in the Plan in accordance with the requirements of Article 3.1 and who continues to be entitled to accrue additional benefits under the Plan, or a former Employee who is no longer entitled to accrue additional benefits but who is still entitled to receive benefit payments under the Plan.
|
(r)
|
“Plan”
means the Automatic Data Processing, Inc. Retirement and Savings Restoration Plan, as set forth in this document and as hereafter amended from time to time.
|
(s)
|
“Plan Year”
means the calendar year beginning January 1 and ending December 31.
|
(t)
|
“Qualified Plan”
means the Automatic Data Processing, Inc. Retirement and Savings Plan (as amended from time to time).
|
(u)
|
“Separation From Service”
means when the Participant ceases to be employed by the Company and all entities considered a single employer with the Company under Code Sections 414(b) and (c) as a result of death, retirement, or other termination of employment. For this purpose, an 80% or greater threshold will be used in determining a controlled group of corporations within the meaning of Code Section 414(b) and the trades and businesses that are under common control within the meaning of Code Section 414(c).
|
(a)
|
The maximum potential employer contributions that could have been made on behalf of such Participant to the Qualified Plan for such Plan Year (excluding amounts credited as earnings and/or interest), determined without regard to compensation and/or benefit limits under Sections 401(a)(17) and 415 of the Code, assuming for such purpose that the Participant had elected and made the maximum contributions to such Qualified Plans for such Plan Year.
|
(b)
|
The maximum potential employer contributions that could have been made on behalf of such Participant to the Qualified Plan for such Plan Year (excluding amounts credited as earnings and/or interest).
|
(a)
|
three years of Continuous Service with the Company from date of hire;
|
(b)
|
Participant’s death; and
|
(c)
|
Participant’s Disability.
|
(a)
|
The Participant’s employment is terminated for Cause; or
|
(b)
|
While employed or within 24 months after Separation From Service, the Participant violates a non-competition, non-solicitation or non-disclosure covenant or agreement between the Participant and the Company or any affiliate.
|
(a)
|
Lump sum; or
|
(b)
|
5, 10, or 15 annual installments with each installment equal to the Participant’s vested Account balance (as of the date of determination set forth in Article 7.3) divided by the number of remaining installments.
|
(a)
|
The election is made at least 12 months prior to the date on which payments were scheduled to begin.
|
(b)
|
The election delays the payment for at least 5 years from the date on which payments were scheduled to begin.
|
(a)
|
If the Participant has elected (or is deemed to have elected) a lump sum, the value thereof shall be determined as of the ninth day of the seventh month following the Separation from Service, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter.
|
(b)
|
If the Participant has elected installments, (i) the first installment shall be valued as of the ninth day of the seventh month following the Separation from Service, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter, and (ii) each subsequent installment shall be valued as of the ninth day of September of each of the following calendar years, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter. For the avoidance of doubt, under no circumstances shall two installments be paid in a single calendar year.
|
(a)
|
specific reason for the denial;
|
(b)
|
specific references to pertinent Plan provisions on which the denial is based;
|
(c)
|
if applicable, a description of any additional material or information necessary for the Claimant to provide in order to perfect the claim and an explanation as to why such material or such information is necessary; and
|
(d)
|
steps for Claimant to submit his or her clam for further review.
|
SECTION 1.
|
DEFINITIONS
. As hereinafter used:
|
SECTION 2.
|
PAYMENTS UPON QUALIFYING TERMINATION
.
|
SECTION 3.
|
RELEASE OF CLAIMS; RESTRICTIVE COVENANTS
.
|
SECTION 4.
|
LITIGATION COOPERATION
.
|
SECTION 5.
|
PLAN ADMINISTRATION
.
|
SECTION 6.
|
MITIGATION; CLAWBACK; OFFSET
.
|
SECTION 7.
|
PLAN MODIFICATION OR TERMINATION
.
|
SECTION 8.
|
GENERAL PROVISIONS
.
|
SECTION 9.
|
CLAIMS, INQUIRIES, APPEALS
.
|
1.
|
Terms and Conditions.
|
2.
|
Forfeiture of PSUs
.
|
3.
|
Performance Determinations
.
|
4.
|
Restrictive Covenant; Clawback; Incorporation by Reference
.
|
5.
|
Compliance with Legal Requirements
. The granting and delivery of the Award, and any other obligations of the Company under this Agreement, shall be subject to all applicable federal, state, local and foreign laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.
|
6.
|
Transferability
. No PSUs 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.
|
Miscellaneous
.
|
1.
|
Terms and Conditions.
|
2.
|
Restrictive Covenant; Clawback; Incorporation by Reference
.
|
5.
|
Miscellaneous
.
|
1.
|
The option herein granted shall become exercisable in whole or in part as follows:
|
(a)
|
Exercisable as to
[Vesting 1]
of the shares (rounded down to the nearest whole share) on
[Date 1]
.
|
(b)
|
Exercisable as to an additional
[Vesting 2]
of the shares (rounded down to the nearest whole share) on
[Date 2]
.
|
(c)
|
Exercisable as to an additional
[Vesting 3]
of the shares (rounded down to the nearest whole share) on
[Date 3]
.
|
(d)
|
Exercisable in its entirety on and after
[Date 4]
; 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)
|
If, within 24 months following a Change in Control, the Participant’s employment with the Company or its Affiliates (or any successor thereto) is terminated either (x) by the Company or its Affiliates (or any successor thereto) without Cause (as defined in the Company’s Change in Control Severance Plan for Corporate Officers, as amended (the “CIC Plan”)) or (y) by the Participant with Good Reason (as defined in the CIC Plan), the option granted hereunder shall become exercisable in its entirety as of the date of such termination.
|
(j)
|
Except as provided in clauses (f) through (i) 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).
|
(k)
|
Notwithstanding clause (i) of this Section 1, the option granted hereunder shall become exercisable in its entirety as of immediately prior to the consummation of a Change in Control, unless the successor company, or a parent of the successor company in the Change in Control agrees to assume, replace, or substitute the option granted hereunder (as of the consummation of such Change in Control) with an option on substantially identical terms, as determined by the Committee.
|
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 any 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
|
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 for which the option was exercised), 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. In the event of any inconsistency between this Agreement and the terms of the CIC Plan that would otherwise apply to the option herein granted, the terms of this Agreement shall control. For the avoidance of doubt: (1) the terms of Section 1.2 of the CIC Plan shall not apply to the option granted under this Agreement, and (2) any acceleration of vesting of the option herein granted shall be deemed to be accelerated under the terms of the CIC Plan for purposes of Section 1.3 of the CIC 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 or modification 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.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Automatic Data Processing, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 6, 2015
|
/s/ Carlos A. Rodriguez
|
|
|
Carlos A. Rodriguez
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Automatic Data Processing, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 6, 2015
|
/s/ Jan Siegmund
|
|
|
Jan Siegmund
|
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date:
|
May 6, 2015
|
/s/ Carlos A. Rodriguez
|
|
|
Carlos A. Rodriguez
|
|
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date:
|
May 6, 2015
|
/s/ Jan Siegmund
|
|
|
Jan Siegmund
|
|
|
Chief Financial Officer
|