[X]
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
|
|
SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended June 30, 2015
|
||
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|
OR
|
[ ]
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
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|
SECURITIES EXCHANGE ACT OF 1934
|
Commission File Number 1-5397
|
Large accelerated filer [
x
]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
Portions of the Registrant's Proxy Statement for its 2015 Annual Meeting of Stockholders.
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Part III
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Page
|
Part I
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|
|
Item 1.
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Business
|
|
Item 1A.
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Risk Factors
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Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Part II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
|
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
|
Other Information
|
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Part III
|
|
|
Item 10.
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Directors, Executive Officers and Corporate Governance
|
|
Item 11.
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Executive Compensation
|
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
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Principal Accounting Fees and Services
|
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Part IV.
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|
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Item 15.
|
Exhibits, Financial Statement Schedules
|
|
Signatures
|
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|
|
|
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|
•
|
grow a complete suite of cloud-based HCM solutions;
|
•
|
invest to grow and scale our market leading HR Business Process Outsourcing (BPO) solutions by leveraging our platforms and processes; and
|
•
|
leverage our global presence to offer clients HCM solutions where they do business.
|
•
|
Payroll Services
|
•
|
Benefits Administration
|
•
|
Recruiting and Talent Management
|
•
|
Human Resources Management
|
•
|
Time and Attendance Management
|
•
|
Insurance Services
|
•
|
Retirement Services
|
•
|
Payment and Compliance Solutions
|
•
|
RUN Powered by ADP® is used by more than 440,000 small businesses in the United States. It combines a software platform for managing small business payroll, human resources management and tax compliance administration, with 24/7 service and support from our team of small business experts. RUN Powered by ADP also integrates with other available ADP services, such as time and attendance tracking, workers’ compensation insurance premium payment plans, and certain retirement plans.
|
•
|
ADP Workforce Now® is a flexible HCM solution used by approximately 60,000 mid-sized businesses to manage their employees. More businesses use ADP Workforce Now than any other HCM solution designed for mid-sized businesses.
|
•
|
ADP Vantage HCM® is a solution for large enterprises in the United States. It offers a comprehensive set of human capital management capabilities within a single solution that unifies the five major areas of HCM: human resources management, benefits administration, payroll, time and attendance management, and talent management.
|
•
|
ADP GlobalView® and ADP Streamline® are HCM solutions for multinational companies. Available alone or together depending on client needs, GlobalView and ADP Streamline allow companies of all sizes-from those
|
•
|
Outside the United States, ADP offers comprehensive HCM solutions on local, country-specific platforms. These suites of services offer various combinations of payroll, human resources management, time and attendance management and talent management, depending on the country in which the solution is provided.
|
•
|
employee recruitment and selection
|
•
|
payroll and tax administration
|
•
|
time and attendance management
|
•
|
benefits administration
|
•
|
employee training and development
|
•
|
online HR management tools
|
•
|
employee leave administration
|
•
|
group health, dental and vision coverage
|
•
|
a 401(k) retirement savings plan
|
•
|
health savings accounts
|
•
|
flexible spending accounts
|
•
|
group term life and disability coverage
|
•
|
an employee assistance program
|
•
|
a workers’ compensation program
|
•
|
unemployment claims management
|
•
|
safety compliance guidance and access to safety training
|
•
|
access to employment practices liability insurance
|
•
|
guidance on compliance with federal, state and local employment laws and regulations
|
|
Price Per Share
|
|
Dividends
|
||
|
High
|
|
Low
|
|
Per Share
|
Fiscal 2015 quarter ended (a)(b)
|
|
|
|
|
|
|
|||||
June 30
|
$88.40
|
|
$79.80
|
|
$0.490
|
March 31
|
$90.23
|
|
$81.71
|
|
$0.490
|
December 31
|
$86.54
|
|
$70.50
|
|
$0.490
|
September 30 (c)
|
$84.68
|
|
$79.20
|
|
$0.480
|
|
|||||
Fiscal 2014 quarter ended (a)
|
|
|
|
|
|
|
|||||
June 30
|
$80.37
|
|
$73.38
|
|
$0.480
|
March 31
|
$83.00
|
|
$71.91
|
|
$0.480
|
December 31
|
$83.82
|
|
$69.91
|
|
$0.480
|
September 30
|
$74.95
|
|
$68.75
|
|
$0.435
|
(a)
|
The stock prices in the table above, on or prior to September 30, 2014, the date of the completion of the spinoff of our former Dealer Services business, have not been adjusted for the impact of the spinoff.
|
(b)
|
The stock prices beginning on October 1, 2014 reflect the impact of the spinoff of our former Dealer Services business.
|
(c)
|
On September 30, 2014, we spun off our former Dealer Services business to our stockholders. Each of our stockholders of record after the market close on September 24, 2014 received one share of common stock of CDK for every three shares of the Company’s common stock.
|
Period
|
Total Number of Shares Purchased (1)
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of the Publicly Announced Common Stock Repurchase Plan (2)
|
Maximum Number of Shares that may yet be Purchased under the Common Stock Repurchase Plan (2)
|
April 1, 2015 to
April 30, 2015
|
1,575,000
|
$85.54
|
1,575,000
|
30,648,143
|
May 1, 2015 to
May 31, 2015
|
1,787,870
|
$86.70
|
1,785,903
|
28,862,240
|
June 1, 2015 to
June 30, 2015
|
4,920,344
|
$84.07
|
1,556,085
|
27,306,155
|
Total
|
8,283,214
|
|
4,916,988
|
|
(1)
|
|
Pursuant to the terms of the Company’s restricted stock program, the Company purchased 3,356 shares at the then market value of the shares in connection with the exercise by employees of their option under such program to satisfy certain tax withholding requirements through the delivery of shares to the Company instead of cash
|
|
||
(2)
|
|
The Company received the Board of Directors' approval to repurchase shares of the Company's common stock as follows:
|
Date of Approval
|
|
Shares
|
March 2001
|
|
50 million
|
November 2002
|
|
35 million
|
November 2005
|
|
50 million
|
August 2006
|
|
50 million
|
August 2008
|
|
50 million
|
June 2011
|
|
35 million
|
August 2014
|
|
30 million
|
Insperity, Inc.
|
|
Paychex, Inc.
|
Computer Sciences Corporation
|
|
The Ultimate Software Group, Inc.
|
Global Payments Inc.
|
|
Total System Services, Inc.
|
Intuit Inc.
|
|
The Western Union Company
|
(Dollars and shares in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Years ended June 30,
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
10,938.5
|
|
|
$
|
10,226.4
|
|
|
$
|
9,442.0
|
|
|
$
|
8,897.4
|
|
|
$
|
8,265.0
|
|
Total costs of revenues
|
|
$
|
6,427.6
|
|
|
$
|
6,041.0
|
|
|
$
|
5,574.1
|
|
|
$
|
5,217.9
|
|
|
$
|
4,807.3
|
|
Gross profit
|
|
$
|
4,510.9
|
|
|
$
|
4,185.4
|
|
|
$
|
3,867.9
|
|
|
$
|
3,679.5
|
|
|
$
|
3,457.7
|
|
Earnings from continuing operations before income taxes
|
|
$
|
2,070.7
|
|
|
$
|
1,879.2
|
|
|
$
|
1,710.1
|
|
|
$
|
1,805.3
|
|
|
$
|
1,650.5
|
|
Adjusted earnings from continuing operations before income taxes (Note 1)
|
|
$
|
2,070.7
|
|
|
$
|
1,879.2
|
|
|
$
|
1,752.8
|
|
|
$
|
1,739.3
|
|
|
$
|
1,650.5
|
|
Net earnings from continuing operations
|
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
|
$
|
1,122.2
|
|
|
$
|
1,192.2
|
|
|
$
|
1,074.0
|
|
Adjusted net earnings from continuing operations (Note 1)
|
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
|
$
|
1,164.9
|
|
|
$
|
1,151.0
|
|
|
$
|
1,074.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share from continuing operations
|
|
$
|
2.91
|
|
|
$
|
2.59
|
|
|
$
|
2.32
|
|
|
$
|
2.45
|
|
|
$
|
2.18
|
|
Diluted earnings per share from continuing operations
|
|
$
|
2.89
|
|
|
$
|
2.57
|
|
|
$
|
2.30
|
|
|
$
|
2.42
|
|
|
$
|
2.16
|
|
Adjusted diluted earnings per share from continuing operations (Note 1)
|
|
$
|
2.89
|
|
|
$
|
2.57
|
|
|
$
|
2.39
|
|
|
$
|
2.34
|
|
|
$
|
2.16
|
|
Basic weighted average shares outstanding
|
|
472.6
|
|
|
478.9
|
|
|
482.7
|
|
|
487.3
|
|
|
493.5
|
|
|||||
Diluted weighted average shares outstanding
|
|
475.8
|
|
|
483.1
|
|
|
487.1
|
|
|
492.2
|
|
|
498.3
|
|
|||||
Cash dividends declared per share
|
|
$
|
1.95
|
|
|
$
|
1.88
|
|
|
$
|
1.70
|
|
|
$
|
1.55
|
|
|
$
|
1.42
|
|
Return on equity ("ROE") from continuing operations (Note 2)
|
|
24.0
|
%
|
|
19.3
|
%
|
|
18.2
|
%
|
|
19.7
|
%
|
|
18.7
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At year end:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities of continuing operations
|
|
$
|
1,694.8
|
|
|
$
|
3,670.3
|
|
|
$
|
1,746.2
|
|
|
$
|
1,416.7
|
|
|
$
|
1,179.7
|
|
Total assets of continuing operations
|
|
$
|
33,110.5
|
|
|
$
|
29,629.6
|
|
|
$
|
30,041.7
|
|
|
$
|
28,525.6
|
|
|
$
|
31,886.3
|
|
Total assets
|
|
$
|
33,110.5
|
|
|
$
|
32,059.8
|
|
|
$
|
32,268.1
|
|
|
$
|
30,817.4
|
|
|
$
|
34,238.3
|
|
Obligations under reverse repurchase agreements
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
245.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Obligation under commercial paper borrowings
|
|
$
|
—
|
|
|
$
|
2,173.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
|
$
|
9.2
|
|
|
$
|
11.5
|
|
|
$
|
14.7
|
|
|
$
|
16.8
|
|
|
$
|
34.2
|
|
Stockholders’ equity
|
|
$
|
4,808.5
|
|
|
$
|
6,670.2
|
|
|
$
|
6,189.9
|
|
|
$
|
6,114.0
|
|
|
$
|
6,010.4
|
|
(In millions)
|
|
|
|
|
|
|
||||||
Year ended June 30, 2013
|
|
As reported
|
|
Goodwill impairment
|
|
Adjusted
|
||||||
Earnings from continuing operations before income taxes
|
|
$
|
1,710.1
|
|
|
$
|
42.7
|
|
|
$
|
1,752.8
|
|
Net earnings from continuing operations
|
|
$
|
1,122.2
|
|
|
$
|
42.7
|
|
|
$
|
1,164.9
|
|
Diluted earnings per share from continuing operations
|
|
$
|
2.30
|
|
|
$
|
0.09
|
|
|
$
|
2.39
|
|
Year ended June 30, 2012
|
|
As reported
|
|
Gain on sale of assets
|
|
Adjusted
|
||||||
Earnings from continuing operations before income taxes
|
|
$
|
1,805.3
|
|
|
$
|
(66.0
|
)
|
|
$
|
1,739.3
|
|
Net earnings from continuing operations
|
|
$
|
1,192.2
|
|
|
$
|
(41.2
|
)
|
|
$
|
1,151.0
|
|
Diluted earnings per share from continuing operations
|
|
$
|
2.42
|
|
|
$
|
(0.08
|
)
|
|
$
|
2.34
|
|
•
|
grow a complete suite of cloud-based HCM solutions;
|
•
|
invest to grow and scale our HR Business Process Outsourcing solutions by leveraging our platforms and processes; and
|
•
|
leverage our global presence to offer clients HCM solutions where they do business.
|
|
Years ended June 30,
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total revenues
|
$
|
10,938.5
|
|
|
$
|
10,226.4
|
|
|
$
|
9,442.0
|
|
|
$
|
712.1
|
|
|
$
|
784.4
|
|
|
7
|
%
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses
|
5,625.3
|
|
|
5,290.8
|
|
|
4,883.6
|
|
|
334.5
|
|
|
407.2
|
|
|
6
|
%
|
|
8
|
%
|
|||||
Systems development and
programming costs
|
595.4
|
|
|
551.2
|
|
|
496.6
|
|
|
44.2
|
|
|
54.6
|
|
|
8
|
%
|
|
11
|
%
|
|||||
Depreciation and amortization
|
206.9
|
|
|
199.0
|
|
|
193.9
|
|
|
7.9
|
|
|
5.1
|
|
|
4
|
%
|
|
3
|
%
|
|||||
Total costs of revenues
|
6,427.6
|
|
|
6,041.0
|
|
|
5,574.1
|
|
|
386.6
|
|
|
466.9
|
|
|
6
|
%
|
|
8
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, general and
administrative costs
|
2,496.9
|
|
|
2,370.3
|
|
|
2,200.4
|
|
|
126.6
|
|
|
169.9
|
|
|
5
|
%
|
|
8
|
%
|
|||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
42.7
|
|
|
—
|
|
|
(42.7
|
)
|
|
—
|
%
|
|
(100
|
)%
|
|||||
Interest expense
|
6.5
|
|
|
6.1
|
|
|
9.1
|
|
|
0.4
|
|
|
(3.0
|
)
|
|
7
|
%
|
|
(33
|
)%
|
|||||
Total expenses
|
8,931.0
|
|
|
8,417.4
|
|
|
7,826.3
|
|
|
513.6
|
|
|
591.1
|
|
|
6
|
%
|
|
8
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income, net
|
(63.2
|
)
|
|
(70.2
|
)
|
|
(94.4
|
)
|
|
(7.0
|
)
|
|
(24.2
|
)
|
|
(10
|
)%
|
|
(26
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing
operations before income taxes
|
$
|
2,070.7
|
|
|
$
|
1,879.2
|
|
|
$
|
1,710.1
|
|
|
$
|
191.5
|
|
|
$
|
169.1
|
|
|
10
|
%
|
|
10
|
%
|
Margin
|
18.9
|
%
|
|
18.4
|
%
|
|
18.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for income taxes
|
$
|
694.2
|
|
|
$
|
636.6
|
|
|
$
|
587.9
|
|
|
$
|
57.6
|
|
|
$
|
48.7
|
|
|
9
|
%
|
|
8
|
%
|
Effective tax rate
|
33.5
|
%
|
|
33.9
|
%
|
|
34.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings from continuing
operations
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
|
$
|
1,122.2
|
|
|
$
|
133.9
|
|
|
$
|
120.4
|
|
|
11
|
%
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted earnings per share from
continuing operations
|
$
|
2.89
|
|
|
$
|
2.57
|
|
|
$
|
2.30
|
|
|
$
|
0.32
|
|
|
$
|
0.27
|
|
|
12
|
%
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
|
|
|
|
||||||
2013
|
|
As reported
|
|
Goodwill impairment
|
|
Adjusted
|
||||||
Earnings from continuing operations before income taxes
|
|
$
|
1,710.1
|
|
|
$
|
42.7
|
|
|
$
|
1,752.8
|
|
Net earnings from continuing operations
|
|
$
|
1,122.2
|
|
|
$
|
42.7
|
|
|
$
|
1,164.9
|
|
Diluted earnings per share from continuing operations
|
|
$
|
2.30
|
|
|
$
|
0.09
|
|
|
$
|
2.39
|
|
|
|
|
|
|
|
|
||||||
(In millions)
|
|
|
|
|
|
|
||||||
Years ended June 30,
|
|
2015
|
|
2014
|
|
$ Change
|
||||||
Interest income on corporate funds
|
|
$
|
(56.9
|
)
|
|
$
|
(53.7
|
)
|
|
$
|
3.2
|
|
Realized gains on available-for-sale securities
|
|
(6.8
|
)
|
|
(20.4
|
)
|
|
(13.6
|
)
|
|||
Realized losses on available-for-sale securities
|
|
1.9
|
|
|
3.9
|
|
|
2.0
|
|
|||
Gain on sale of notes receivable
|
|
(1.4
|
)
|
|
—
|
|
|
1.4
|
|
|||
Other income, net
|
|
$
|
(63.2
|
)
|
|
$
|
(70.2
|
)
|
|
$
|
(7.0
|
)
|
(In millions)
|
|
|
|
|
|
|
||||||
Years ended June 30,
|
|
2014
|
|
2013
|
|
$ Change
|
||||||
|
|
|
|
|
|
|
||||||
Interest income on corporate funds
|
|
$
|
(53.7
|
)
|
|
$
|
(62.9
|
)
|
|
$
|
(9.2
|
)
|
Realized gains on available-for-sale securities
|
|
(20.4
|
)
|
|
(32.1
|
)
|
|
(11.7
|
)
|
|||
Realized losses on available-for-sale securities
|
|
3.9
|
|
|
3.5
|
|
|
(0.4
|
)
|
|||
Gains on sales of buildings
|
|
—
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|||
Other, net
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|||
Other income, net
|
|
$
|
(70.2
|
)
|
|
$
|
(94.4
|
)
|
|
$
|
(24.2
|
)
|
|
|
Years ended June 30,
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Employer Services
|
|
$
|
8,897.3
|
|
|
$
|
8,506.0
|
|
|
$
|
7,899.0
|
|
|
$
|
391.3
|
|
|
$
|
607.0
|
|
|
5
|
%
|
|
8
|
%
|
PEO Services
|
|
2,647.2
|
|
|
2,270.9
|
|
|
1,973.2
|
|
|
376.3
|
|
|
297.7
|
|
|
17
|
%
|
|
15
|
%
|
|||||
Other
|
|
(12.4
|
)
|
|
(0.9
|
)
|
|
1.7
|
|
|
|
|
|
|
|
|
|
|||||||||
Reconciling item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Client fund interest
|
|
(593.6
|
)
|
|
(549.6
|
)
|
|
(431.9
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
|
$
|
10,938.5
|
|
|
$
|
10,226.4
|
|
|
$
|
9,442.0
|
|
|
$
|
712.1
|
|
|
$
|
784.4
|
|
|
7
|
%
|
|
8
|
%
|
|
|
Years ended June 30,
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Employer Services
|
|
$
|
2,694.2
|
|
|
$
|
2,517.3
|
|
|
$
|
2,215.7
|
|
|
$
|
176.9
|
|
|
$
|
301.6
|
|
|
7
|
%
|
|
14
|
%
|
PEO Services
|
|
303.6
|
|
|
234.4
|
|
|
199.7
|
|
|
69.2
|
|
|
34.7
|
|
|
30
|
%
|
|
17
|
%
|
|||||
Other
|
|
(333.5
|
)
|
|
(322.9
|
)
|
|
(273.4
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Reconciling item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Client fund interest
|
|
(593.6
|
)
|
|
(549.6
|
)
|
|
(431.9
|
)
|
|
|
|
|
|
|
|
|
|||||||||
|
|
$
|
2,070.7
|
|
|
$
|
1,879.2
|
|
|
$
|
1,710.1
|
|
|
$
|
191.5
|
|
|
$
|
169.1
|
|
|
10
|
%
|
|
10
|
%
|
(In millions)
|
|
Years ended June 30,
|
|
$ Change
|
||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
1,905.6
|
|
|
$
|
1,821.4
|
|
|
$
|
1,577.2
|
|
|
$
|
84.2
|
|
|
$
|
244.2
|
|
Investing activities
|
|
(3,760.3
|
)
|
|
813.3
|
|
|
(1,578.4
|
)
|
|
(4,573.6
|
)
|
|
2,391.7
|
|
|||||
Financing activities
|
|
1,616.7
|
|
|
(2,358.2
|
)
|
|
151.0
|
|
|
3,974.9
|
|
|
(2,509.2
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(106.3
|
)
|
|
8.0
|
|
|
1.2
|
|
|
(114.3
|
)
|
|
6.8
|
|
|||||
Net change in cash and cash equivalents
|
|
$
|
(344.3
|
)
|
|
$
|
284.5
|
|
|
$
|
151.0
|
|
|
$
|
(628.8
|
)
|
|
$
|
133.5
|
|
(In millions)
|
|
Payments due by period
|
||||||||||||||||||||||
Contractual Obligations
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
|
Unknown
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt Obligations (1)
|
|
$
|
2.5
|
|
|
$
|
9.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.7
|
|
Operating Lease and Software
License Obligations (2)
|
|
$
|
89.6
|
|
|
$
|
144.2
|
|
|
$
|
66.7
|
|
|
$
|
20.4
|
|
|
$
|
—
|
|
|
$
|
320.9
|
|
Purchase Obligations (3)
|
|
$
|
358.7
|
|
|
$
|
209.9
|
|
|
$
|
175.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
743.7
|
|
Obligations Related to Unrecognized
Tax Benefits (4)
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.1
|
|
|
$
|
27.1
|
|
Other Long-Term Liabilities Reflected
on our Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation and Benefits (5)
|
|
$
|
3.5
|
|
|
$
|
222.6
|
|
|
$
|
109.2
|
|
|
$
|
260.2
|
|
|
$
|
80.5
|
|
|
$
|
676.0
|
|
Acquisition-related Obligations (6)
|
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
Total
|
|
$
|
456.3
|
|
|
$
|
586.9
|
|
|
$
|
351.0
|
|
|
$
|
280.6
|
|
|
$
|
106.6
|
|
|
$
|
1,781.4
|
|
(1)
|
These amounts represent the principal repayments of our debt and
are included on our Consolidated Balance Sheets. The estimated interest payments due by the corresponding period above are excluded from the above and are not material for any periods presented.
|
(2)
|
Included in these amounts are various facilities and equipment leases and software license agreements. We enter into operating leases in the normal course of business relating to facilities and equipment, as well as the licensing of software. The majority of our lease agreements have fixed payment terms based on the passage of time. Certain facility and equipment leases require payment of maintenance and real estate taxes and contain escalation provisions based on future adjustments in price indices. Our future operating lease obligations could change if we exit certain contracts or if we enter into additional operating lease agreements.
|
(3)
|
Purchase obligations are comprised of a
$202.0 million
reinsurance premium with ACE American Insurance Company for the fiscal
2016
policy year, as well as obligations related to purchase and maintenance agreements on our software, equipment, and other assets.
|
(4)
|
We made the determination that net cash payments expected to be paid within the next 12 months, related to unrecognized tax benefits of
$27.1 million
at June 30,
2015
, are expected to be up to $1 million. We are unable to make reasonably reliable estimates as to the period beyond the next 12 months in which cash payments related to unrecognized tax benefits are expected to be paid.
|
(5)
|
Compensation and benefits primarily relates to amounts associated with our employee benefit plans and other compensation arrangements. These amounts exclude the estimated contributions to our defined benefit plans, which are expected to be
$10.7 million
in fiscal
2016
.
|
(6)
|
Acquisition-related obligations relate to deferred purchase consideration payments at future dates. A liability is established at the time of the acquisition for these fixed payments.
|
As of June 30:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||
Net unrealized pre-tax gains on
available-for-sale securities
|
|
$
|
216.5
|
|
|
$
|
324.4
|
|
|
$
|
287.4
|
|
|
|
|
|
|
|
|
||||||
Total available-for-sale securities at fair value
|
|
$
|
20,873.8
|
|
|
$
|
20,156.5
|
|
|
$
|
18,838.7
|
|
/s/ Deloitte & Touche LLP
|
Years ended June 30,
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Revenues, other than interest on funds held
for clients and PEO revenues
|
|
$
|
7,928.3
|
|
|
$
|
7,595.4
|
|
|
$
|
7,060.9
|
|
Interest on funds held for clients
|
|
377.7
|
|
|
373.4
|
|
|
420.4
|
|
|||
PEO revenues (A)
|
|
2,632.5
|
|
|
2,257.6
|
|
|
1,960.7
|
|
|||
TOTAL REVENUES
|
|
10,938.5
|
|
|
10,226.4
|
|
|
9,442.0
|
|
|||
|
|
|
|
|
|
|
||||||
EXPENSES:
|
|
|
|
|
|
|
|
|
||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
||||
Operating expenses
|
|
5,625.3
|
|
|
5,290.8
|
|
|
4,883.6
|
|
|||
Systems development and programming costs
|
|
595.4
|
|
|
551.2
|
|
|
496.6
|
|
|||
Depreciation and amortization
|
|
206.9
|
|
|
199.0
|
|
|
193.9
|
|
|||
TOTAL COSTS OF REVENUES
|
|
6,427.6
|
|
|
6,041.0
|
|
|
5,574.1
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general, and administrative expenses
|
|
2,496.9
|
|
|
2,370.3
|
|
|
2,200.4
|
|
|||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
42.7
|
|
|||
Interest expense
|
|
6.5
|
|
|
6.1
|
|
|
9.1
|
|
|||
TOTAL EXPENSES
|
|
8,931.0
|
|
|
8,417.4
|
|
|
7,826.3
|
|
|||
|
|
|
|
|
|
|
||||||
Other income, net
|
|
(63.2
|
)
|
|
(70.2
|
)
|
|
(94.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES
|
|
2,070.7
|
|
|
1,879.2
|
|
|
1,710.1
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
694.2
|
|
|
636.6
|
|
|
587.9
|
|
|||
NET EARNINGS FROM CONTINUING OPERATIONS
|
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
|
$
|
1,122.2
|
|
|
|
|
|
|
|
|
||||||
EARNINGS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES
|
|
171.5
|
|
|
414.9
|
|
|
441.0
|
|
|||
Provision for income taxes
|
|
95.5
|
|
|
141.6
|
|
|
157.4
|
|
|||
NET EARNINGS FROM DISCONTINUED OPERATIONS
|
|
$
|
76.0
|
|
|
$
|
273.3
|
|
|
$
|
283.6
|
|
|
|
|
|
|
|
|
||||||
NET EARNINGS
|
|
$
|
1,452.5
|
|
|
$
|
1,515.9
|
|
|
$
|
1,405.8
|
|
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share from Continuing Operations
|
|
$
|
2.91
|
|
|
$
|
2.59
|
|
|
$
|
2.32
|
|
Basic Earnings Per Share from Discontinued Operations
|
|
0.16
|
|
|
0.57
|
|
|
0.59
|
|
|||
BASIC EARNINGS PER SHARE
|
|
$
|
3.07
|
|
|
$
|
3.17
|
|
|
$
|
2.91
|
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share from Continuing Operations
|
|
$
|
2.89
|
|
|
$
|
2.57
|
|
|
$
|
2.30
|
|
Diluted Earnings Per Share from Discontinued Operations
|
|
0.16
|
|
|
0.57
|
|
|
0.58
|
|
|||
DILUTED EARNINGS PER SHARE
|
|
$
|
3.05
|
|
|
$
|
3.14
|
|
|
$
|
2.89
|
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
|
472.6
|
|
|
478.9
|
|
|
482.7
|
|
|||
Diluted weighted average shares outstanding
|
|
475.8
|
|
|
483.1
|
|
|
487.1
|
|
Years ended June 30,
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,452.5
|
|
|
$
|
1,515.9
|
|
|
$
|
1,405.8
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Currency translation adjustments
|
|
(239.6
|
)
|
|
59.9
|
|
|
(2.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
Unrealized net (losses)/gains on available-for-sale securities
|
|
(103.0
|
)
|
|
53.5
|
|
|
(394.6
|
)
|
|||
Tax effect
|
|
38.6
|
|
|
(18.2
|
)
|
|
138.5
|
|
|||
Reclassification of net gains on available-for-sale securities to net earnings
|
|
(4.9
|
)
|
|
(16.5
|
)
|
|
(28.6
|
)
|
|||
Tax effect
|
|
1.6
|
|
|
6.1
|
|
|
10.1
|
|
|||
|
|
|
|
|
|
|
||||||
Pension net (losses)/gains arising during the period
|
|
(87.4
|
)
|
|
102.8
|
|
|
68.2
|
|
|||
Tax effect
|
|
32.7
|
|
|
(39.7
|
)
|
|
(25.7
|
)
|
|||
Reclassification of pension liability adjustment to net earnings
|
|
17.9
|
|
|
20.7
|
|
|
31.7
|
|
|||
Tax effect
|
|
(6.5
|
)
|
|
(5.8
|
)
|
|
(12.0
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive (loss)/income, net of tax
|
|
(350.6
|
)
|
|
162.8
|
|
|
(214.8
|
)
|
|||
Comprehensive income
|
|
$
|
1,101.9
|
|
|
$
|
1,678.7
|
|
|
$
|
1,191.0
|
|
June 30,
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents (A)
|
|
$
|
1,639.3
|
|
|
$
|
1,584.0
|
|
Short-term marketable securities (A)
|
|
26.6
|
|
|
2,032.2
|
|
||
Accounts receivable, net
|
|
1,546.9
|
|
|
1,498.8
|
|
||
Other current assets
|
|
731.1
|
|
|
689.8
|
|
||
Assets of discontinued operations
|
|
—
|
|
|
2,430.2
|
|
||
Total current assets before funds held for clients
|
|
3,943.9
|
|
|
8,235.0
|
|
||
Funds held for clients
|
|
24,865.3
|
|
|
19,258.0
|
|
||
Total current assets
|
|
28,809.2
|
|
|
27,493.0
|
|
||
Long-term marketable securities
|
|
28.9
|
|
|
54.1
|
|
||
Long-term receivables, net
|
|
32.2
|
|
|
155.4
|
|
||
Property, plant and equipment, net
|
|
672.7
|
|
|
667.1
|
|
||
Other assets
|
|
1,270.8
|
|
|
1,315.7
|
|
||
Goodwill
|
|
1,793.5
|
|
|
1,883.5
|
|
||
Intangible assets, net
|
|
503.2
|
|
|
491.0
|
|
||
Total assets
|
|
$
|
33,110.5
|
|
|
$
|
32,059.8
|
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
194.5
|
|
|
$
|
152.1
|
|
Accrued expenses and other current liabilities
|
|
1,159.2
|
|
|
1,186.8
|
|
||
Accrued payroll and payroll-related expenses
|
|
627.3
|
|
|
607.1
|
|
||
Dividends payable
|
|
226.4
|
|
|
226.9
|
|
||
Short-term deferred revenues
|
|
228.6
|
|
|
237.1
|
|
||
Obligations under commercial paper borrowings (A)
|
|
—
|
|
|
2,173.0
|
|
||
Income taxes payable
|
|
27.2
|
|
|
19.7
|
|
||
Liabilities of discontinued operations
|
|
—
|
|
|
601.5
|
|
||
Total current liabilities before client funds obligations
|
|
2,463.2
|
|
|
5,204.2
|
|
||
Client funds obligations
|
|
24,650.5
|
|
|
18,963.4
|
|
||
Total current liabilities
|
|
27,113.7
|
|
|
24,167.6
|
|
||
Long-term debt
|
|
9.2
|
|
|
11.5
|
|
||
Other liabilities
|
|
644.3
|
|
|
619.4
|
|
||
Deferred income taxes
|
|
172.1
|
|
|
215.9
|
|
||
Long-term deferred revenues
|
|
362.7
|
|
|
375.2
|
|
||
Total liabilities
|
|
28,302.0
|
|
|
25,389.6
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (Note 11)
|
|
|
|
|
||||
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
|
||
Preferred stock, $1.00 par value:
Authorized, 0.3 shares; issued, none
|
|
—
|
|
|
—
|
|
||
Common stock, $0.10 par value: Authorized, 1,000.0 shares; issued 638.7 shares at June 30, 2015
and 2014; outstanding, 466.4 and 480.2 shares at June 30, 2015 and 2014, respectively
|
|
63.9
|
|
|
63.9
|
|
||
Capital in excess of par value
|
|
663.3
|
|
|
545.2
|
|
||
Retained earnings
|
|
13,460.3
|
|
|
13,632.9
|
|
||
Treasury stock - at cost: 172.3 and 158.5 shares
at June 30, 2015 and June 30, 2014, respectively
|
|
(9,118.4
|
)
|
|
(7,750.0
|
)
|
||
Accumulated other comprehensive (loss)/income
|
|
(260.6
|
)
|
|
178.2
|
|
||
Total stockholders’ equity
|
|
4,808.5
|
|
|
6,670.2
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
33,110.5
|
|
|
$
|
32,059.8
|
|
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2012
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
486.4
|
|
|
$
|
12,438.3
|
|
|
$
|
(7,104.8
|
)
|
|
$
|
230.2
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,405.8
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214.8
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
79.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuances relating to stock compensation plans
|
|
—
|
|
|
—
|
|
|
(148.3
|
)
|
|
—
|
|
|
384.7
|
|
|
—
|
|
|||||
Tax benefits from stock compensation plans
|
|
—
|
|
|
—
|
|
|
39.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Treasury stock acquired (10.4 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(646.5
|
)
|
|
—
|
|
|||||
Dividends ($1.70 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(823.8
|
)
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2013
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
456.9
|
|
|
$
|
13,020.3
|
|
|
$
|
(7,366.6
|
)
|
|
$
|
15.4
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,515.9
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162.8
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
110.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuances relating to stock compensation plans
|
|
—
|
|
|
—
|
|
|
(78.6
|
)
|
|
—
|
|
|
314.5
|
|
|
—
|
|
|||||
Tax benefits from stock compensation plans
|
|
—
|
|
|
—
|
|
|
56.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Treasury stock acquired (9.0 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(697.9
|
)
|
|
—
|
|
|||||
Dividends ($1.88 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(903.3
|
)
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2014
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
545.2
|
|
|
$
|
13,632.9
|
|
|
$
|
(7,750.0
|
)
|
|
$
|
178.2
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,452.5
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350.6
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
112.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuances relating to stock compensation plans
|
|
—
|
|
|
—
|
|
|
(67.8
|
)
|
|
—
|
|
|
243.0
|
|
|
—
|
|
|||||
Tax benefits from stock compensation plans
|
|
—
|
|
|
—
|
|
|
73.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Treasury stock acquired (18.2 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,611.4
|
)
|
|
—
|
|
|||||
Spin-off of CDK Global, Inc.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,523.0
|
)
|
|
—
|
|
|
(88.2
|
)
|
|||||
Dividend from CDK Global, Inc.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
825.0
|
|
|
—
|
|
|
—
|
|
|||||
Dividends ($1.95 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(927.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance at June 30, 2015
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
663.3
|
|
|
$
|
13,460.3
|
|
|
$
|
(9,118.4
|
)
|
|
$
|
(260.6
|
)
|
Years ended June 30,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,452.5
|
|
|
$
|
1,515.9
|
|
|
$
|
1,405.8
|
|
Adjustments to reconcile net earnings to cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
277.9
|
|
|
266.6
|
|
|
251.2
|
|
|||
Deferred income taxes
|
|
(15.3
|
)
|
|
(37.9
|
)
|
|
33.7
|
|
|||
Stock-based compensation expense
|
|
143.2
|
|
|
117.1
|
|
|
82.0
|
|
|||
Excess tax benefit related to exercise of stock options and restricted stock
|
|
(68.4
|
)
|
|
(49.9
|
)
|
|
(16.2
|
)
|
|||
Net pension expense
|
|
17.6
|
|
|
24.3
|
|
|
37.6
|
|
|||
Net realized gain from the sales of marketable securities
|
|
(4.9
|
)
|
|
(16.5
|
)
|
|
(28.6
|
)
|
|||
Net amortization of premiums and accretion of discounts on available-for-sale securities
|
|
100.3
|
|
|
94.4
|
|
|
79.3
|
|
|||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
42.7
|
|
|||
Gains on sales of buildings
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||
Gain on sale of discontinued businesses, net of tax
|
|
(78.4
|
)
|
|
(10.5
|
)
|
|
(36.7
|
)
|
|||
Other
|
|
6.7
|
|
|
17.0
|
|
|
11.9
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions
and divestitures of businesses:
|
|
|
|
|
|
|
|
|
||||
Increase in accounts receivable
|
|
(175.1
|
)
|
|
(170.7
|
)
|
|
(183.7
|
)
|
|||
Increase in other assets
|
|
(109.1
|
)
|
|
(246.2
|
)
|
|
(273.8
|
)
|
|||
Increase / (decrease) in accounts payable
|
|
13.1
|
|
|
9.6
|
|
|
(10.6
|
)
|
|||
Increase in accrued expenses and other liabilities
|
|
122.1
|
|
|
263.8
|
|
|
115.2
|
|
|||
Proceeds from the sale of notes receivable
|
|
226.7
|
|
|
—
|
|
|
—
|
|
|||
Operating activities of discontinued operations
|
|
(3.3
|
)
|
|
44.4
|
|
|
69.6
|
|
|||
Net cash flows provided by operating activities
|
|
1,905.6
|
|
|
1,821.4
|
|
|
1,577.2
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
||||
Purchases of corporate and client funds marketable securities
|
|
(5,047.6
|
)
|
|
(3,414.9
|
)
|
|
(4,902.6
|
)
|
|||
Proceeds from the sales and maturities of corporate and client funds marketable securities
|
|
3,841.0
|
|
|
2,059.5
|
|
|
3,638.6
|
|
|||
Net (increase) / decrease in restricted cash and cash equivalents held to satisfy client funds obligations
|
|
(2,960.6
|
)
|
|
2,537.8
|
|
|
(161.0
|
)
|
|||
Capital expenditures
|
|
(158.8
|
)
|
|
(159.8
|
)
|
|
(130.3
|
)
|
|||
Additions to intangibles
|
|
(176.7
|
)
|
|
(143.6
|
)
|
|
(104.9
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
|
(8.1
|
)
|
|
—
|
|
|
(42.0
|
)
|
|||
Proceeds from the sale of property, plant, and equipment and other assets
|
|
23.6
|
|
|
0.4
|
|
|
10.0
|
|
|||
Dividend received from CDK Global, Inc.
|
|
825.0
|
|
|
—
|
|
|
—
|
|
|||
Cash retained by CDK Global, Inc.
|
|
(180.0
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||
Proceeds from the sale of businesses included in discontinued operations
|
|
98.6
|
|
|
24.4
|
|
|
161.4
|
|
|||
Investing activities of discontinued operations
|
|
(16.7
|
)
|
|
(90.5
|
)
|
|
(48.3
|
)
|
|||
Net cash flows (used in) provided by investing activities
|
|
(3,760.3
|
)
|
|
813.3
|
|
|
(1,578.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
||||
Net increase / (decrease) in client funds obligations
|
|
6,074.4
|
|
|
(2,989.5
|
)
|
|
1,138.5
|
|
|||
Payments of debt
|
|
(2.3
|
)
|
|
(3.3
|
)
|
|
(17.5
|
)
|
|||
Repurchases of common stock
|
|
(1,557.2
|
)
|
|
(667.3
|
)
|
|
(647.3
|
)
|
|||
Proceeds from stock purchase plan and exercises of stock options
|
|
109.1
|
|
|
194.2
|
|
|
205.7
|
|
|||
Excess tax benefit related to exercise of stock options and restricted stock
|
|
68.4
|
|
|
49.9
|
|
|
16.2
|
|
|||
Dividends paid
|
|
(927.6
|
)
|
|
(883.1
|
)
|
|
(805.5
|
)
|
|||
Net (repayments of) / proceeds from reverse repurchase agreements
|
|
—
|
|
|
(245.9
|
)
|
|
245.9
|
|
|||
Net (repayments of) / proceeds from issuance of commercial paper
|
|
(2,173.0
|
)
|
|
2,173.0
|
|
|
—
|
|
|||
Other
|
|
23.4
|
|
|
(1.1
|
)
|
|
—
|
|
|||
Financing activities of discontinued operations
|
|
1.5
|
|
|
14.9
|
|
|
15.0
|
|
|||
Net cash flows provided by / (used in) financing activities
|
|
1,616.7
|
|
|
(2,358.2
|
)
|
|
151.0
|
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(106.3
|
)
|
|
8.0
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
|
(344.3
|
)
|
|
284.5
|
|
|
151.0
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents, beginning of period
|
|
1,983.6
|
|
|
1,699.1
|
|
|
1,548.1
|
|
|||
Cash and cash equivalents, end of period
|
|
1,639.3
|
|
|
1,983.6
|
|
|
1,699.1
|
|
|||
Less cash and cash equivalents of discontinued operations, end of period
|
|
—
|
|
|
399.6
|
|
|
294.9
|
|
|||
Cash and cash equivalents of continuing operations, end of period
|
|
$
|
1,639.3
|
|
|
$
|
1,584.0
|
|
|
$
|
1,404.2
|
|
Data processing equipment
|
2 to 5 years
|
Buildings
|
20 to 40 years
|
Furniture and fixtures
|
4 to 7 years
|
Years ended June 30,
|
|
Basic
|
|
Effect of Employee Stock Option Shares
|
|
Effect of
Employee
Restricted
Stock
Shares
|
|
Diluted
|
||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,376.5
|
|
|
|
|
|
|
|
|
$
|
1,376.5
|
|
Weighted average shares (in millions)
|
|
472.6
|
|
|
1.6
|
|
|
1.6
|
|
|
475.8
|
|
||
EPS from continuing operations
|
|
$
|
2.91
|
|
|
|
|
|
|
|
|
$
|
2.89
|
|
|
|
|
|
|
|
|
|
|
||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,242.6
|
|
|
|
|
|
|
|
|
$
|
1,242.6
|
|
Weighted average shares (in millions)
|
|
478.9
|
|
|
2.7
|
|
|
1.5
|
|
|
483.1
|
|
||
EPS from continuing operations
|
|
$
|
2.59
|
|
|
|
|
|
|
|
|
$
|
2.57
|
|
|
|
|
|
|
|
|
|
|
||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,122.2
|
|
|
|
|
|
|
|
|
$
|
1,122.2
|
|
Weighted average shares (in millions)
|
|
482.7
|
|
|
3.3
|
|
|
1.1
|
|
|
487.1
|
|
||
EPS from continuing operations
|
|
$
|
2.32
|
|
|
|
|
|
|
|
|
$
|
2.30
|
|
Years ended June 30,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
$
|
538.8
|
|
|
$
|
1,993.1
|
|
|
$
|
1,891.9
|
|
|
|
|
|
|
|
|
||||||
Earnings from discontinued operations before income taxes
|
|
69.2
|
|
|
399.3
|
|
|
382.2
|
|
|||
Provision for income taxes
|
|
71.6
|
|
|
136.5
|
|
|
135.3
|
|
|||
Net (loss) / earnings from discontinued operations before gain on disposal of
discontinued operations
|
|
(2.4
|
)
|
|
262.8
|
|
|
246.9
|
|
|||
|
|
|
|
|
|
|
||||||
Gain on disposal of discontinued operations, less costs to sell
|
|
102.3
|
|
|
15.6
|
|
|
58.8
|
|
|||
Provision for income taxes
|
|
23.9
|
|
|
5.1
|
|
|
22.1
|
|
|||
Net gain on disposal of discontinued operations
|
|
78.4
|
|
|
10.5
|
|
|
36.7
|
|
|||
|
|
|
|
|
|
|
||||||
Net earnings from discontinued operations
|
|
$
|
76.0
|
|
|
$
|
273.3
|
|
|
$
|
283.6
|
|
|
June 30, 2014
|
||
Assets:
|
|
||
Cash
|
$
|
399.6
|
|
Accounts receivable, net
|
301.6
|
|
|
Property, plant and equipment, net
|
110.3
|
|
|
Goodwill
|
1,230.3
|
|
|
Intangible assets, net
|
141.3
|
|
|
Other assets
|
247.1
|
|
|
|
|
||
Total assets
|
$
|
2,430.2
|
|
|
|
||
Liabilities:
|
|
||
Accounts payable
|
$
|
17.6
|
|
Accrued expenses and other current liabilities
|
128.9
|
|
|
Accrued payroll and payroll related expenses
|
100.0
|
|
|
Income taxes payable
|
0.7
|
|
|
Deferred revenues
|
233.5
|
|
|
Deferred income taxes
|
72.8
|
|
|
Other liabilities
|
48.0
|
|
|
|
|
||
Total liabilities
|
$
|
601.5
|
|
Years ended June 30,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income on corporate funds
|
|
$
|
(56.9
|
)
|
|
$
|
(53.7
|
)
|
|
$
|
(62.9
|
)
|
Realized gains on available-for-sale securities
|
|
(6.8
|
)
|
|
(20.4
|
)
|
|
(32.1
|
)
|
|||
Realized losses on available-for-sale securities
|
|
1.9
|
|
|
3.9
|
|
|
3.5
|
|
|||
Gains on sales of buildings
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||
Gain on sale of notes receivable
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||
Other income, net
|
|
$
|
(63.2
|
)
|
|
$
|
(70.2
|
)
|
|
$
|
(94.4
|
)
|
|
June 30, 2015
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (A)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
||||||||
Money market securities and other cash equivalents
|
$
|
5,686.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,686.3
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
9,497.5
|
|
|
115.7
|
|
|
(29.6
|
)
|
|
9,583.6
|
|
||||
U.S. Treasury and direct obligations of
U.S. government agencies
|
5,764.3
|
|
|
64.6
|
|
|
(9.8
|
)
|
|
5,819.1
|
|
||||
Asset-backed securities
|
2,442.4
|
|
|
11.1
|
|
|
(6.1
|
)
|
|
2,447.4
|
|
||||
Canadian government obligations and
Canadian government agency obligations |
923.2
|
|
|
15.4
|
|
|
(0.2
|
)
|
|
938.4
|
|
||||
Canadian provincial bonds
|
723.9
|
|
|
27.9
|
|
|
(0.8
|
)
|
|
751.0
|
|
||||
Municipal bonds
|
586.6
|
|
|
14.3
|
|
|
(1.4
|
)
|
|
599.5
|
|
||||
Other securities
|
719.4
|
|
|
16.1
|
|
|
(0.7
|
)
|
|
734.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total available-for-sale securities
|
20,657.3
|
|
|
265.1
|
|
|
(48.6
|
)
|
|
20,873.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total corporate investments and funds held for clients
|
$
|
26,343.6
|
|
|
$
|
265.1
|
|
|
$
|
(48.6
|
)
|
|
$
|
26,560.1
|
|
|
June 30, 2014
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (B)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market securities and other cash equivalents
|
$
|
2,771.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,771.8
|
|
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
|
$
|
22,603.9
|
|
|
$
|
362.5
|
|
|
$
|
(38.1
|
)
|
|
$
|
22,928.3
|
|
|
June 30, 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
|
$
|
(27.3
|
)
|
|
$
|
2,403.5
|
|
|
$
|
(2.3
|
)
|
|
$
|
228.1
|
|
|
$
|
(29.6
|
)
|
|
$
|
2,631.6
|
|
U.S. Treasury and direct obligations of
U.S. government agencies
|
(7.2
|
)
|
|
865.1
|
|
|
(2.6
|
)
|
|
374.0
|
|
|
(9.8
|
)
|
|
1,239.1
|
|
||||||
Asset-backed securities
|
(3.2
|
)
|
|
606.8
|
|
|
(2.9
|
)
|
|
443.6
|
|
|
(6.1
|
)
|
|
1,050.4
|
|
||||||
Canadian government obligations and
Canadian government agency obligations |
(0.2
|
)
|
|
85.8
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
85.8
|
|
||||||
Canadian provincial bonds
|
(0.8
|
)
|
|
101.5
|
|
|
—
|
|
|
10.0
|
|
|
(0.8
|
)
|
|
111.5
|
|
||||||
Municipal bonds
|
(1.2
|
)
|
|
143.6
|
|
|
(0.2
|
)
|
|
6.0
|
|
|
(1.4
|
)
|
|
149.6
|
|
||||||
Other securities
|
(0.4
|
)
|
|
36.6
|
|
|
(0.3
|
)
|
|
13.7
|
|
|
(0.7
|
)
|
|
50.3
|
|
||||||
|
$
|
(40.3
|
)
|
|
$
|
4,242.9
|
|
|
$
|
(8.3
|
)
|
|
$
|
1,075.4
|
|
|
$
|
(48.6
|
)
|
|
$
|
5,318.3
|
|
|
June 30, 2014
|
||||||||||||||||||||||
|
Securities in unrealized loss position less than
12 months
|
|
Securities in unrealized loss position greater than 12 months
|
|
Total
|
||||||||||||||||||
|
Unrealized
losses |
|
Fair market
value |
|
Unrealized
losses |
|
Fair market
value |
|
Gross
unrealized losses |
|
Fair
market value |
||||||||||||
Corporate bonds
|
$
|
(0.9
|
)
|
|
$
|
313.8
|
|
|
$
|
(14.1
|
)
|
|
$
|
1,026.0
|
|
|
$
|
(15.0
|
)
|
|
$
|
1,339.8
|
|
U.S. Treasury and direct obligations of U.S. government agencies
|
(0.3
|
)
|
|
84.6
|
|
|
(11.4
|
)
|
|
944.8
|
|
|
(11.7
|
)
|
|
1,029.4
|
|
||||||
Asset-backed securities
|
(0.7
|
)
|
|
325.4
|
|
|
(6.2
|
)
|
|
555.5
|
|
|
(6.9
|
)
|
|
880.9
|
|
||||||
Canadian government obligations and
Canadian government agency obligations |
(0.8
|
)
|
|
127.2
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
127.2
|
|
||||||
Canadian provincial bonds
|
(0.9
|
)
|
|
75.2
|
|
|
(1.6
|
)
|
|
118.6
|
|
|
(2.5
|
)
|
|
193.8
|
|
||||||
Municipal bonds
|
(0.1
|
)
|
|
42.0
|
|
|
(0.4
|
)
|
|
22.6
|
|
|
(0.5
|
)
|
|
64.6
|
|
||||||
Other securities
|
—
|
|
|
13.9
|
|
|
(0.7
|
)
|
|
45.7
|
|
|
(0.7
|
)
|
|
59.6
|
|
||||||
|
$
|
(3.7
|
)
|
|
$
|
982.1
|
|
|
$
|
(34.4
|
)
|
|
$
|
2,713.2
|
|
|
$
|
(38.1
|
)
|
|
$
|
3,695.3
|
|
June 30,
|
|
2015
|
|
2014
|
||||
Corporate investments:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,639.3
|
|
|
$
|
1,584.0
|
|
Short-term marketable securities
|
|
26.6
|
|
|
2,032.2
|
|
||
Long-term marketable securities
|
|
28.9
|
|
|
54.1
|
|
||
Total corporate investments
|
|
$
|
1,694.8
|
|
|
$
|
3,670.3
|
|
June 30,
|
|
2015
|
|
2014
|
||||
Funds held for clients:
|
|
|
|
|
||||
Restricted cash and cash equivalents held to satisfy client funds obligations
|
|
$
|
4,047.0
|
|
|
$
|
1,187.8
|
|
Restricted short-term marketable securities held to satisfy client funds obligations
|
|
4,497.7
|
|
|
1,312.5
|
|
||
Restricted long-term marketable securities held to satisfy client funds obligations
|
|
16,320.6
|
|
|
16,757.7
|
|
||
Total funds held for clients
|
|
$
|
24,865.3
|
|
|
$
|
19,258.0
|
|
Due in one year or less
|
$
|
4,524.3
|
|
Due after one year to two years
|
3,121.7
|
|
|
Due after two years to three years
|
2,872.7
|
|
|
Due after three years to four years
|
2,613.5
|
|
|
Due after four years
|
7,741.6
|
|
|
|
|
|
|
Total available-for-sale securities
|
$
|
20,873.8
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||
|
Current
|
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Trade receivables
|
$
|
1,564.6
|
|
|
$
|
—
|
|
|
$
|
1,452.7
|
|
|
$
|
—
|
|
Notes receivable
|
18.8
|
|
|
34.0
|
|
|
94.8
|
|
|
169.9
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts - trade receivables
|
(35.1
|
)
|
|
—
|
|
|
(38.0
|
)
|
|
—
|
|
||||
Allowance for doubtful accounts - notes receivable
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(4.7
|
)
|
|
(8.3
|
)
|
||||
Unearned income - notes receivable
|
(1.0
|
)
|
|
(1.2
|
)
|
|
(6.0
|
)
|
|
(6.2
|
)
|
||||
|
$
|
1,546.9
|
|
|
$
|
32.2
|
|
|
$
|
1,498.8
|
|
|
$
|
155.4
|
|
2017
|
|
$
|
15.3
|
|
2018
|
|
10.5
|
|
|
2019
|
|
5.7
|
|
|
2020
|
|
2.3
|
|
|
2021
|
|
0.2
|
|
|
Total
|
|
$
|
34.0
|
|
|
Current
|
|
Long-term
|
||||
Balance at June 30, 2013
|
$
|
5.3
|
|
|
$
|
9.0
|
|
Net provision
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Chargeoffs
|
(0.7
|
)
|
|
(0.8
|
)
|
||
Recoveries and other
|
0.2
|
|
|
0.2
|
|
||
Balance at June 30, 2014
|
$
|
4.7
|
|
|
$
|
8.3
|
|
Net provision
|
0.4
|
|
|
0.7
|
|
||
Chargeoffs
|
(0.6
|
)
|
|
(0.8
|
)
|
||
Recoveries and other (A)
|
(4.1
|
)
|
|
(7.6
|
)
|
||
Balance at June 30, 2015
|
$
|
0.4
|
|
|
$
|
0.6
|
|
June 30,
|
|
2015
|
|
2014
|
||||
Property, plant, and equipment:
|
|
|
|
|
||||
Land and buildings
|
|
$
|
730.6
|
|
|
$
|
705.9
|
|
Data processing equipment
|
|
588.5
|
|
|
565.7
|
|
||
Furniture, leaseholds, and other
|
|
457.3
|
|
|
447.1
|
|
||
|
|
1,776.4
|
|
|
1,718.7
|
|
||
Less: accumulated depreciation
|
|
(1,103.7
|
)
|
|
(1,051.6
|
)
|
||
Property, plant, and equipment, net
|
|
$
|
672.7
|
|
|
$
|
667.1
|
|
|
Employer
Services
|
|
PEO
Services
|
|
Total
|
||||||
Balance at June 30, 2013 (A)
|
$
|
1,861.6
|
|
|
$
|
4.8
|
|
|
$
|
1,866.4
|
|
Additions and other adjustments, net
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||
Currency translation adjustments
|
16.8
|
|
|
—
|
|
|
16.8
|
|
|||
Balance at June 30, 2014 (A)
|
$
|
1,878.7
|
|
|
$
|
4.8
|
|
|
$
|
1,883.5
|
|
Additions and other adjustments, net
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|||
Currency translation adjustments
|
(96.8
|
)
|
|
—
|
|
|
(96.8
|
)
|
|||
Balance at June 30, 2015 (A)
|
$
|
1,788.7
|
|
|
$
|
4.8
|
|
|
$
|
1,793.5
|
|
June 30,
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Intangible assets:
|
|
|
|
|
||||
Software and software licenses
|
|
$
|
1,648.7
|
|
|
$
|
1,512.7
|
|
Customer contracts and lists
|
|
625.4
|
|
|
645.0
|
|
||
Other intangibles
|
|
209.0
|
|
|
208.3
|
|
||
|
|
2,483.1
|
|
|
2,366.0
|
|
||
Less accumulated amortization:
|
|
|
|
|
|
|
||
Software and software licenses
|
|
(1,308.7
|
)
|
|
(1,226.4
|
)
|
||
Customer contracts and lists
|
|
(478.6
|
)
|
|
(465.5
|
)
|
||
Other intangibles
|
|
(192.6
|
)
|
|
(183.1
|
)
|
||
|
|
(1,979.9
|
)
|
|
(1,875.0
|
)
|
||
Intangible assets, net
|
|
$
|
503.2
|
|
|
$
|
491.0
|
|
|
Amount
|
||
Twelve months ending June 30, 2016
|
$
|
142.9
|
|
Twelve months ending June 30, 2017
|
$
|
122.6
|
|
Twelve months ending June 30, 2018
|
$
|
75.1
|
|
Twelve months ending June 30, 2019
|
$
|
45.3
|
|
Twelve months ending June 30, 2020
|
$
|
36.0
|
|
•
|
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
|
•
|
Restricted Stock.
|
•
|
Time-Based Restricted Stock and Time-Based Restricted Stock Units.
Time-based restricted stock and time-based restricted stock units granted prior to fiscal 2013 are subject to vesting periods of up to
five years
and awards granted in fiscal 2013 and later are subject to a vesting period of
two years
. Awards are forfeited if the employee ceases to be employed by the Company prior to vesting.
|
•
|
Performance-Based Restricted Stock and Performance-Based Restricted Stock Units.
Performance-based restricted stock and performance-based restricted stock units generally vest over a
one
to
three
year performance period and a subsequent service period of up to
26 months
. Under these programs, the Company communicates "target awards" at the beginning of the performance period with possible payouts at the end of the performance period ranging from
0%
to
150%
of the "target awards." Awards are forfeited if the employee ceases to be employed by the Company prior to vesting.
|
•
|
Employee Stock Purchase Plan.
The Company offers an employee stock purchase plan that allows eligible employees to purchase shares of common stock at a price equal to
95%
of the market value for the Company's common stock on the last day of the offering period. This plan has been deemed non-compensatory and, therefore, no compensation expense has been recorded.
|
Years ended June 30,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating expenses
|
|
$
|
27.0
|
|
|
$
|
21.7
|
|
|
$
|
15.0
|
|
Selling, general and administrative expenses
|
|
95.8
|
|
|
79.5
|
|
|
54.7
|
|
|||
System development and programming costs
|
|
20.4
|
|
|
15.9
|
|
|
12.3
|
|
|||
Total pretax stock-based compensation expense
|
|
$
|
143.2
|
|
|
$
|
117.1
|
|
|
$
|
82.0
|
|
|
|
|
|
|
|
|
||||||
Income tax benefit
|
|
$
|
51.1
|
|
|
$
|
42.2
|
|
|
$
|
29.4
|
|
Year ended June 30, 2015
|
|
Number
of Options
(in thousands)
|
|
Weighted
Average Price
(in dollars)
|
|||
Options outstanding, beginning of year
|
|
7,931
|
|
|
$
|
52
|
|
Options granted
|
|
949
|
|
|
$
|
86
|
|
Options exercised
|
|
(2,843
|
)
|
|
$
|
40
|
|
Options canceled
|
|
(175
|
)
|
|
$
|
59
|
|
Options increased for spin-off adjustment ratio
|
|
849
|
|
|
$
|
47
|
|
CDK employee options replaced at spin-off with CDK awards
|
|
(823
|
)
|
|
$
|
54
|
|
Options outstanding at June 30, 2015
|
|
5,888
|
|
|
$
|
55
|
|
Options exercisable at June 30, 2015
|
|
3,177
|
|
|
$
|
42
|
|
Shares available for future grants, end of year
|
|
24,209
|
|
|
|
||
Shares reserved for issuance under stock option plans, end of year
|
|
30,097
|
|
|
|
Year ended June 30, 2015
|
|
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
|
|
949
|
|
|
218
|
|
Restricted shares/units vested
|
|
(1,083
|
)
|
|
(252
|
)
|
Restricted shares/units forfeited
|
|
(148
|
)
|
|
(72
|
)
|
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 June 30, 2015
|
|
2,137
|
|
|
486
|
|
Year ended June 30, 2015
|
|
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
|
|
(88
|
)
|
|
(20
|
)
|
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 June 30, 2015
|
|
903
|
|
|
534
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Risk-free interest rate
|
1.5
|
%
|
|
1.7
|
%
|
|
1.0
|
%
|
|||
Dividend yield
|
2.3
|
%
|
|
2.4
|
%
|
|
2.9
|
%
|
|||
Weighted average volatility factor
|
23.4
|
%
|
|
23.8
|
%
|
|
23.5
|
%
|
|||
Weighted average expected life (in years)
|
5.4
|
|
|
5.4
|
|
|
5.4
|
|
|||
Weighted average fair value (in dollars) (A)
|
$
|
14.29
|
|
|
$
|
11.89
|
|
|
$
|
7.59
|
|
Year ended June 30,
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Performance-based restricted stock (A)
|
$
|
64.91
|
|
|
$
|
53.08
|
|
|
$
|
48.46
|
|
Time-based restricted stock (A)
|
$
|
73.83
|
|
|
$
|
62.85
|
|
|
$
|
51.62
|
|
June 30,
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
2,024.1
|
|
|
$
|
1,676.1
|
|
Actual return on plan assets
|
|
60.6
|
|
|
311.1
|
|
||
Employer contributions
|
|
9.9
|
|
|
84.7
|
|
||
Currency translation adjustments
|
|
(8.8
|
)
|
|
4.2
|
|
||
Benefits paid
|
|
(76.0
|
)
|
|
(52.0
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
2,009.8
|
|
|
$
|
2,024.1
|
|
|
|
|
|
|
||||
Change in benefit obligation:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
1,598.7
|
|
|
$
|
1,427.8
|
|
Service cost
|
|
68.4
|
|
|
66.4
|
|
||
Interest cost
|
|
62.8
|
|
|
62.6
|
|
||
Actuarial losses
|
|
21.7
|
|
|
87.2
|
|
||
Currency translation adjustments
|
|
(17.5
|
)
|
|
6.7
|
|
||
Curtailments and special termination benefits
|
|
2.9
|
|
|
—
|
|
||
Benefits paid
|
|
(76.0
|
)
|
|
(52.0
|
)
|
||
Projected benefit obligation at end of year
|
|
$
|
1,661.0
|
|
|
$
|
1,598.7
|
|
|
|
|
|
|
||||
Funded status - plan assets less benefit obligations
|
|
$
|
348.8
|
|
|
$
|
425.4
|
|
June 30,
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
475.7
|
|
|
$
|
551.4
|
|
Current liabilities
|
|
(5.9
|
)
|
|
(5.6
|
)
|
||
Noncurrent liabilities
|
|
(121.0
|
)
|
|
(120.4
|
)
|
||
Net amount recognized
|
|
$
|
348.8
|
|
|
$
|
425.4
|
|
June 30,
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
131.5
|
|
|
$
|
142.6
|
|
Accumulated benefit obligation
|
|
$
|
117.4
|
|
|
$
|
127.8
|
|
Fair value of plan assets
|
|
$
|
4.5
|
|
|
$
|
16.7
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost – benefits earned during the period
|
|
$
|
68.4
|
|
|
$
|
66.4
|
|
|
$
|
67.2
|
|
Interest cost on projected benefits
|
|
62.8
|
|
|
62.6
|
|
|
55.1
|
|
|||
Expected return on plan assets
|
|
(129.7
|
)
|
|
(119.4
|
)
|
|
(109.5
|
)
|
|||
Net amortization and deferral
|
|
17.2
|
|
|
20.1
|
|
|
30.9
|
|
|||
Special termination benefits and plan curtailments
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|||
Net pension expense
|
|
$
|
21.9
|
|
|
$
|
29.7
|
|
|
$
|
43.7
|
|
Years ended June 30,
|
|
2015
|
|
2014
|
||
|
|
|
|
|
||
Discount rate
|
|
4.25
|
%
|
|
4.05
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
Years ended June 30,
|
|
2015
|
|
2014
|
|
2013
|
|||
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.05
|
%
|
|
4.50
|
%
|
|
3.90
|
%
|
Expected long-term rate of return on assets
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
|
2015
|
|
2014
|
||
|
|
|
|
|
||
Cash and cash equivalents
|
|
9
|
%
|
|
—
|
%
|
U.S. fixed income securities
|
|
33
|
%
|
|
33
|
%
|
U.S. equity securities
|
|
17
|
%
|
|
20
|
%
|
International equity securities
|
|
19
|
%
|
|
21
|
%
|
Global equity securities
|
|
22
|
%
|
|
26
|
%
|
|
|
100
|
%
|
|
100
|
%
|
U.S. fixed income securities
|
35% - 45%
|
U.S. equity securities
|
14% - 24%
|
International equity securities
|
11% - 21%
|
Global equity securities
|
20% - 30%
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Commingled trusts
|
|
$
|
—
|
|
|
$
|
1,082.7
|
|
|
$
|
—
|
|
|
$
|
1,082.7
|
|
U.S. government securities
|
|
—
|
|
|
270.7
|
|
|
—
|
|
|
270.7
|
|
||||
Mutual funds
|
|
89.0
|
|
|
—
|
|
|
—
|
|
|
89.0
|
|
||||
Corporate and municipal bonds
|
|
—
|
|
|
347.5
|
|
|
—
|
|
|
347.5
|
|
||||
Mortgage-backed security bonds
|
|
—
|
|
|
34.5
|
|
|
—
|
|
|
34.5
|
|
||||
Total pension assets
|
|
$
|
89.0
|
|
|
$
|
1,735.4
|
|
|
$
|
—
|
|
|
$
|
1,824.4
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Commingled trusts
|
|
$
|
—
|
|
|
$
|
1,261.1
|
|
|
$
|
—
|
|
|
$
|
1,261.1
|
|
U.S. government securities
|
|
—
|
|
|
271.9
|
|
|
—
|
|
|
271.9
|
|
||||
Mutual funds
|
|
88.2
|
|
|
—
|
|
|
—
|
|
|
88.2
|
|
||||
Corporate and municipal bonds
|
|
—
|
|
|
368.3
|
|
|
—
|
|
|
368.3
|
|
||||
Mortgage-backed security bonds
|
|
—
|
|
|
22.9
|
|
|
—
|
|
|
22.9
|
|
||||
Total pension assets
|
|
$
|
88.2
|
|
|
$
|
1,924.2
|
|
|
$
|
—
|
|
|
$
|
2,012.4
|
|
Years ended June 30,
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Earnings from continuing operations before income taxes:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,895.3
|
|
|
$
|
1,635.6
|
|
|
$
|
1,457.7
|
|
Foreign
|
|
175.4
|
|
|
243.6
|
|
|
252.4
|
|
|||
|
|
$
|
2,070.7
|
|
|
$
|
1,879.2
|
|
|
$
|
1,710.1
|
|
Years ended June 30,
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
576.3
|
|
|
$
|
552.1
|
|
|
$
|
425.8
|
|
Foreign
|
|
93.1
|
|
|
71.3
|
|
|
80.8
|
|
|||
State
|
|
40.1
|
|
|
51.1
|
|
|
47.6
|
|
|||
Total current
|
|
709.5
|
|
|
674.5
|
|
|
554.2
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(1.3
|
)
|
|
(32.7
|
)
|
|
38.7
|
|
|||
Foreign
|
|
(17.0
|
)
|
|
(10.3
|
)
|
|
(10.7
|
)
|
|||
State
|
|
3.0
|
|
|
5.1
|
|
|
5.7
|
|
|||
Total deferred
|
|
(15.3
|
)
|
|
(37.9
|
)
|
|
33.7
|
|
|||
Total provision for income taxes
|
|
$
|
694.2
|
|
|
$
|
636.6
|
|
|
$
|
587.9
|
|
Years ended June 30,
|
|
2015
|
|
%
|
|
2014
|
|
%
|
|
2013
|
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Provision for taxes at U.S. statutory rate
|
|
$
|
724.8
|
|
|
35.0
|
|
|
$
|
657.7
|
|
|
35.0
|
|
|
$
|
598.4
|
|
|
35.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Increase (decrease) in provision from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State taxes, net of federal tax benefit
|
|
34.8
|
|
|
1.7
|
|
|
33.4
|
|
|
1.8
|
|
|
25.9
|
|
|
1.5
|
|
|||
U.S. tax on foreign income
|
|
155.3
|
|
|
7.5
|
|
|
26.6
|
|
|
1.4
|
|
|
85.2
|
|
|
5.0
|
|
|||
Utilization of foreign tax credits
|
|
(177.1
|
)
|
|
(8.6
|
)
|
|
(26.2
|
)
|
|
(1.4
|
)
|
|
(95.1
|
)
|
|
(5.5
|
)
|
|||
Section 199 - Qualified production activities
|
|
(28.9
|
)
|
|
(1.4
|
)
|
|
(23.0
|
)
|
|
(1.2
|
)
|
|
(22.3
|
)
|
|
(1.3
|
)
|
|||
Other (A)
|
|
(14.7
|
)
|
|
(0.7
|
)
|
|
(31.9
|
)
|
|
(1.7
|
)
|
|
(4.2
|
)
|
|
(0.3
|
)
|
|||
|
|
$
|
694.2
|
|
|
33.5
|
|
|
$
|
636.6
|
|
|
33.9
|
|
|
$
|
587.9
|
|
|
34.4
|
|
Years ended June 30,
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses not currently deductible
|
|
$
|
240.6
|
|
|
$
|
216.7
|
|
Stock-based compensation expense
|
|
72.3
|
|
|
75.6
|
|
||
Net operating losses
|
|
47.5
|
|
|
59.6
|
|
||
Other
|
|
23.5
|
|
|
31.4
|
|
||
|
|
383.9
|
|
|
383.3
|
|
||
Less: valuation allowances
|
|
(23.7
|
)
|
|
(35.5
|
)
|
||
Deferred tax assets, net
|
|
$
|
360.2
|
|
|
$
|
347.8
|
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Prepaid retirement benefits
|
|
$
|
147.9
|
|
|
$
|
183.7
|
|
Deferred revenue
|
|
36.6
|
|
|
42.5
|
|
||
Fixed and intangible assets
|
|
122.5
|
|
|
116.1
|
|
||
Prepaid expenses
|
|
108.5
|
|
|
98.5
|
|
||
Unrealized investment gains, net
|
|
71.9
|
|
|
112.3
|
|
||
Tax on unrepatriated earnings
|
|
5.1
|
|
|
14.1
|
|
||
Other
|
|
1.9
|
|
|
—
|
|
||
Deferred tax liabilities
|
|
$
|
494.4
|
|
|
$
|
567.2
|
|
Net deferred tax liabilities
|
|
$
|
134.2
|
|
|
$
|
219.4
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Unrecognized tax benefits at beginning of the year
|
|
$
|
56.5
|
|
|
$
|
67.0
|
|
|
$
|
79.2
|
|
Additions for tax positions
|
|
2.4
|
|
|
3.6
|
|
|
5.0
|
|
|||
Additions for tax positions of prior periods
|
|
3.1
|
|
|
6.8
|
|
|
5.1
|
|
|||
Reductions for tax positions of prior periods
|
|
(6.5
|
)
|
|
(3.7
|
)
|
|
(3.4
|
)
|
|||
Settlement with tax authorities
|
|
(12.2
|
)
|
|
(4.4
|
)
|
|
(10.3
|
)
|
|||
Expiration of the statute of limitations
|
|
(14.0
|
)
|
|
(13.7
|
)
|
|
(9.7
|
)
|
|||
Impact of foreign exchange rate fluctuations
|
|
(2.2
|
)
|
|
0.9
|
|
|
1.1
|
|
|||
Unrecognized tax benefit at end of year
|
|
$
|
27.1
|
|
|
$
|
56.5
|
|
|
$
|
67.0
|
|
Taxing Jurisdiction
|
|
Fiscal Years under Examination
|
U.S. (IRS)
|
|
2014-2015
|
Arizona
|
|
2010-2013
|
Illinois
|
|
2004-2014
|
Minnesota
|
|
2009-2013
|
New York
|
|
2007-2009
|
New Jersey
|
|
2002-2014
|
India
|
|
2004-2013
|
Brazil
|
|
2010
|
Years ending June 30,
|
|
||
|
|
||
2016
|
$
|
89.6
|
|
2017
|
80.6
|
|
|
2018
|
63.6
|
|
|
2019
|
40.1
|
|
|
2020
|
26.6
|
|
|
Thereafter
|
20.4
|
|
|
|
$
|
320.9
|
|
|
|
Currency Translation Adjustment
|
|
Net Gains on Available-for-sale Securities
|
|
|
Pension Liability
|
|
|
Accumulated Other Comprehensive Income
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at June 30, 2012
|
|
$
|
42.0
|
|
|
$
|
461.3
|
|
|
|
$
|
(273.1
|
)
|
|
|
$
|
230.2
|
|
Other comprehensive (loss) income before
reclassification adjustments |
|
(2.4
|
)
|
|
(394.6
|
)
|
|
|
68.2
|
|
|
|
(328.8
|
)
|
||||
Tax effect
|
|
—
|
|
|
138.5
|
|
|
|
(25.7
|
)
|
|
|
112.8
|
|
||||
Reclassification adjustments to
net earnings |
|
—
|
|
|
(28.6
|
)
|
(A)
|
|
31.7
|
|
(B)
|
|
3.1
|
|
||||
Tax effect
|
|
—
|
|
|
10.1
|
|
|
|
(12.0
|
)
|
|
|
(1.9
|
)
|
||||
Balance at June 30, 2013
|
|
$
|
39.6
|
|
|
$
|
186.7
|
|
|
|
$
|
(210.9
|
)
|
|
|
$
|
15.4
|
|
Other comprehensive income before
reclassification adjustments |
|
58.4
|
|
|
53.5
|
|
|
|
102.8
|
|
|
|
214.7
|
|
||||
Tax effect
|
|
|
|
(18.2
|
)
|
|
|
(39.7
|
)
|
|
|
(57.9
|
)
|
|||||
Reclassification adjustments to net earnings
|
|
1.5
|
|
(C)
|
(16.5
|
)
|
(A)
|
|
20.7
|
|
(B)
|
|
5.7
|
|
||||
Tax effect
|
|
|
|
6.1
|
|
|
|
(5.8
|
)
|
|
|
0.3
|
|
|||||
Balance at June 30, 2014
|
|
$
|
99.5
|
|
|
$
|
211.6
|
|
|
|
$
|
(132.9
|
)
|
|
|
$
|
178.2
|
|
Other comprehensive loss before
reclassification adjustments
|
|
(240.8
|
)
|
|
(103.0
|
)
|
|
|
(87.4
|
)
|
|
|
(431.2
|
)
|
||||
Tax effect
|
|
|
|
38.6
|
|
|
|
32.7
|
|
|
|
71.3
|
|
|||||
Reclassification adjustments to
net earnings
|
|
1.2
|
|
(C)
|
(4.9
|
)
|
(A)
|
|
17.9
|
|
(B)
|
|
14.2
|
|
||||
Tax effect
|
|
|
|
1.6
|
|
|
|
(6.5
|
)
|
|
|
(4.9
|
)
|
|||||
Reclassification adjustments to
retained earnings
|
|
(88.2
|
)
|
(D)
|
—
|
|
|
|
—
|
|
|
|
(88.2
|
)
|
||||
Balance at June 30, 2015
|
|
$
|
(228.3
|
)
|
|
$
|
143.9
|
|
|
|
$
|
(176.2
|
)
|
|
|
$
|
(260.6
|
)
|
|
|
Employer Services
|
|
PEO Services
|
|
Other
|
|
Client Fund Interest
|
|
Total
|
||||||||||
Year ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
8,897.3
|
|
|
$
|
2,647.2
|
|
|
$
|
(12.4
|
)
|
|
$
|
(593.6
|
)
|
|
$
|
10,938.5
|
|
Earnings from continuing operations before income taxes
|
|
2,694.2
|
|
|
303.6
|
|
|
(333.5
|
)
|
|
(593.6
|
)
|
|
2,070.7
|
|
|||||
Assets from continuing operations
|
|
27,554.7
|
|
|
377.7
|
|
|
5,178.1
|
|
|
—
|
|
|
33,110.5
|
|
|||||
Capital expenditures from continuing operations
|
|
95.2
|
|
|
1.3
|
|
|
74.7
|
|
|
—
|
|
|
171.2
|
|
|||||
Depreciation and amortization
|
|
226.6
|
|
|
1.2
|
|
|
50.1
|
|
|
—
|
|
|
277.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
8,506.0
|
|
|
$
|
2,270.9
|
|
|
$
|
(0.9
|
)
|
|
$
|
(549.6
|
)
|
|
$
|
10,226.4
|
|
Earnings from continuing operations before income taxes
|
|
2,517.3
|
|
|
234.4
|
|
|
(322.9
|
)
|
|
(549.6
|
)
|
|
1,879.2
|
|
|||||
Assets from continuing operations
|
|
21,736.3
|
|
|
472.6
|
|
|
7,420.7
|
|
|
—
|
|
|
29,629.6
|
|
|||||
Capital expenditures from continuing operations
|
|
90.8
|
|
|
0.9
|
|
|
69.3
|
|
|
—
|
|
|
161.0
|
|
|||||
Depreciation and amortization
|
|
216.6
|
|
|
1.2
|
|
|
48.8
|
|
|
—
|
|
|
266.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
7,899.0
|
|
|
$
|
1,973.2
|
|
|
$
|
1.7
|
|
|
$
|
(431.9
|
)
|
|
$
|
9,442.0
|
|
Earnings from continuing operations before income taxes
|
|
2,215.7
|
|
|
199.7
|
|
|
(273.4
|
)
|
|
(431.9
|
)
|
|
1,710.1
|
|
|||||
Assets from continuing operations
|
|
24,462.8
|
|
|
411.4
|
|
|
5,167.5
|
|
|
—
|
|
|
30,041.7
|
|
|||||
Capital expenditures from continuing operations
|
|
76.1
|
|
|
0.6
|
|
|
52.7
|
|
|
—
|
|
|
129.4
|
|
|||||
Depreciation and amortization
|
|
190.3
|
|
|
1.2
|
|
|
59.7
|
|
|
—
|
|
|
251.2
|
|
|
|
United States
|
|
Europe
|
|
Canada
|
|
Other
|
|
Total
|
||||||||||
Year ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
9,101.8
|
|
|
$
|
1,086.6
|
|
|
$
|
320.8
|
|
|
$
|
429.3
|
|
|
$
|
10,938.5
|
|
Assets from continuing operations
|
|
$
|
28,138.1
|
|
|
$
|
2,059.5
|
|
|
$
|
2,488.9
|
|
|
$
|
424.0
|
|
|
$
|
33,110.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
8,354.2
|
|
|
$
|
1,132.7
|
|
|
$
|
334.7
|
|
|
$
|
404.8
|
|
|
$
|
10,226.4
|
|
Assets from continuing operations
|
|
$
|
25,228.8
|
|
|
$
|
2,057.2
|
|
|
$
|
1,898.6
|
|
|
$
|
445.0
|
|
|
$
|
29,629.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
7,699.6
|
|
|
$
|
1,032.5
|
|
|
$
|
339.2
|
|
|
$
|
370.7
|
|
|
$
|
9,442.0
|
|
Assets from continuing operations
|
|
$
|
25,958.7
|
|
|
$
|
1,732.9
|
|
|
$
|
1,958.7
|
|
|
$
|
391.4
|
|
|
$
|
30,041.7
|
|
|
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Year ended June 30, 2015
|
|
|
|
|
|
|
|
|
||||||||
Revenues from continuing operations
|
|
$
|
2,566.1
|
|
|
$
|
2,653.6
|
|
|
$
|
3,024.3
|
|
|
$
|
2,694.5
|
|
Gross profit from continuing operations
|
|
$
|
1,007.8
|
|
|
$
|
1,070.3
|
|
|
$
|
1,340.0
|
|
|
$
|
1,092.7
|
|
Earnings from continuing operations before income taxes
|
|
$
|
450.4
|
|
|
$
|
498.8
|
|
|
$
|
739.9
|
|
|
$
|
381.6
|
|
Net earnings from continuing operations
|
|
$
|
296.6
|
|
|
$
|
332.5
|
|
|
$
|
490.3
|
|
|
$
|
257.0
|
|
Net (loss) / earnings from discontinued operations
|
|
$
|
(1.4
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
79.2
|
|
Net earnings
|
|
$
|
295.2
|
|
|
$
|
331.5
|
|
|
$
|
489.6
|
|
|
$
|
336.2
|
|
Basic per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share from continuing operations
|
|
$
|
0.62
|
|
|
$
|
0.70
|
|
|
$
|
1.04
|
|
|
$
|
0.55
|
|
Basic earnings per share from discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.17
|
|
Diluted per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share from continuing operations
|
|
$
|
0.62
|
|
|
$
|
0.69
|
|
|
$
|
1.03
|
|
|
$
|
0.55
|
|
Diluted earnings per share from discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.17
|
|
|
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Year ended June 30, 2014
|
|
|
|
|
|
|
|
|
||||||||
Revenues from continuing operations
|
|
$
|
2,355.4
|
|
|
$
|
2,486.6
|
|
|
$
|
2,817.8
|
|
|
$
|
2,566.6
|
|
Gross profit from continuing operations
|
|
$
|
917.8
|
|
|
$
|
1,011.5
|
|
|
$
|
1,235.6
|
|
|
$
|
1,020.7
|
|
Earnings from continuing operations before income taxes
|
|
$
|
402.6
|
|
|
$
|
460.5
|
|
|
$
|
659.2
|
|
|
$
|
357.0
|
|
Net earnings from continuing operations
|
|
$
|
264.2
|
|
|
$
|
313.2
|
|
|
$
|
432.1
|
|
|
$
|
233.2
|
|
Net earnings from discontinued operations
|
|
$
|
64.4
|
|
|
$
|
63.8
|
|
|
$
|
89.5
|
|
|
$
|
55.5
|
|
Net earnings
|
|
$
|
328.6
|
|
|
$
|
377.0
|
|
|
$
|
521.6
|
|
|
$
|
288.7
|
|
Basic per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share from continuing operations
|
|
$
|
0.55
|
|
|
$
|
0.65
|
|
|
$
|
0.90
|
|
|
$
|
0.49
|
|
Basic earnings per share from discontinued operations
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.19
|
|
|
$
|
0.12
|
|
Diluted per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share from continuing operations
|
|
$
|
0.55
|
|
|
$
|
0.65
|
|
|
$
|
0.89
|
|
|
$
|
0.48
|
|
Diluted earnings per share from discontinued operations
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.19
|
|
|
$
|
0.11
|
|
/s/ Carlos A. Rodriguez
|
Carlos A. Rodriguez
|
President and Chief Executive Officer
|
|
/s/ Jan Siegmund
|
Jan Siegmund
|
Chief Financial Officer
|
/s/ Deloitte & Touche LLP
|
Parsippany, New Jersey
|
|
|
|
|
|
|
Employed by
|
Name
|
|
Age
|
|
Position
|
|
ADP Since
|
Brock Albinson
|
|
40
|
|
Corporate Controller and Principal Accounting Officer
|
|
2007
|
John Ayala
|
|
48
|
|
President, Small Business Services, Retirement Services and
|
|
2002
|
|
|
|
|
Insurance Services
|
|
|
Mark D. Benjamin
|
|
44
|
|
President, Global Enterprise Solutions
|
|
1992
|
Maria Black
|
|
41
|
|
President, ADP TotalSource
|
|
1996
|
Michael A. Bonarti
|
|
49
|
|
Vice President, General Counsel and Secretary
|
|
1997
|
Deborah L. Dyson
|
|
49
|
|
Vice President, Client Experience and
|
|
1988
|
|
|
|
|
Continuous Improvement
|
|
|
Michael C. Eberhard
|
|
53
|
|
Vice President and Treasurer
|
|
1998
|
Edward B. Flynn, III
|
|
55
|
|
Executive Vice President, Worldwide Sales and Marketing
|
|
1988
|
Dermot J. O'Brien
|
|
49
|
|
Chief Human Resources Officer
|
|
2012
|
Thomas Perrotti
|
|
46
|
|
President, Major Account Services and ADP Canada
|
|
1993
|
Douglas Politi
|
|
53
|
|
President, Added Value Services
|
|
1992
|
Carlos A. Rodriguez
|
|
51
|
|
President and Chief Executive Officer
|
|
1999
|
Stuart Sackman
|
|
54
|
|
Vice President, Global Product and Technology
|
|
1992
|
Jan Siegmund
|
|
51
|
|
Chief Financial Officer
|
|
1999
|
Joe Timko
|
|
55
|
|
Chief Strategy Officer
|
|
2013
|
|
|
|
Page in Form 10-K
|
|
Schedule II - Valuation and Qualifying Accounts
|
|
3.1
|
Amended and Restated Certificate of Incorporation dated November 11, 1998 - incorporated by reference to Exhibit 3.1 to the Company's Registration Statement No. 333-72023 on Form S-4 filed with the Commission on February 9, 1999
|
3.2
|
Amended and Restated By-laws of the Company - incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated April 9, 2015
|
10.1
|
Separation and Distribution Agreement, dated as of March 20, 2007, between Automatic Data Processing, Inc. and Broadridge Financial Solutions, LLC - incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 21, 2007
|
10.2
|
Separation and Distribution Agreement, dated September 29, 2014, by and between Automatic Data Processing, Inc. and CDK Global Holdings, LLC - incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 1, 2014.
|
10.3
|
Letter Agreement, dated as of March 15, 2012, between Automatic Data Processing, Inc. and Dermot O'Brien - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013 (Management Contract)
|
10.4
|
Separation Agreement and Release, dated April 21, 2014, by and between Regina R. Lee and Automatic Data Processing, Inc. - incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 21, 2014
|
10.5
|
Amended and Restated Supplemental Officers Retirement Plan - incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated November 12, 2009 (Management Compensatory Plan)
|
10.6
|
Automatic Data Processing, Inc. 2000 Stock Option Plan - incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009 (Management Compensatory Plan)
|
10.7
|
Automatic Data Processing, Inc. Deferred Compensation Plan, as Amended and Restated Effective July 25, 2014 - incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan)
|
10.8
|
Automatic Data Processing, Inc. Change in Control Severance Plan for Corporate Officers, as amended - incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan)
|
10.9
|
Automatic Data Processing, Inc. 2003 Director Stock Plan - incorporated by reference to Exhibit 4.4 to Registration Statement No. 333-147377 on Form S-8 filed with the Commission on November 14, 2007 (Management Compensatory Plan)
|
10.10
|
Automatic Data Processing, Inc. Amended and Restated Employees’ Savings-Stock Purchase Plan - incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan)
|
10.11
|
364-Day Credit Agreement, dated as of June 17, 2015, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A., and Citibank, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., Barclays Bank PLC, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agents - incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K dated June 19, 2015
|
10.12
|
Five-Year Credit Agreement, dated as of June 17, 2015, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A., and Citibank, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., Barclays Bank PLC, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agents - incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K dated June 19, 2015
|
10.13
|
Amended and Restated Five-Year Credit Agreement, dated as of June 19, 2013, among Automatic Data Processing, Inc., the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A., Barclays Bank PLC, and Citibank, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., as Documentation Agent. - incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K dated June 20, 2013
|
10.14
|
2000 Stock Option Grant Agreement (Form for Employees) for grants prior to August 14, 2008 - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 (Management Compensatory Plan)
|
10.15
|
2000 Stock Option Grant Agreement (Form for Non-Employee Directors) for grants prior to August 14, 2008 - incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 (Management Compensatory Plan)
|
10.16
|
2000 Stock Option Grant Agreement (Form for Employees) for grants beginning August 14, 2008 - incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K dated August 13, 2008 (Management Compensatory Plan)
|
10.17
|
Non-Employee Director Compensation Summary Sheet - incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan)
|
10.18
|
Automatic Data Processing, Inc. 2008 Omnibus Award Plan - incorporated by reference to Appendix A to the Company’s Proxy Statement for its 2008 Annual Meeting of Stockholders filed with the Commission on September 26, 2008 (Management Compensatory Plan)
|
10.19
|
French Sub Plan under the 2008 Omnibus Award Plan effective as of January 26, 2012 - incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 (Management Compensatory Plan)
|
10.20
|
Form of Restricted Stock Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.31 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008 (Management Compensatory Plan)
|
10.21
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Non- Employee Directors) for grants prior to November 12, 2008 - incorporated by reference to Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008 (Management Compensatory Plan)
|
10.22
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Non- Employee Directors) for grants beginning November 12, 2008 - incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan)
|
10.23
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Employees) - incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan)
|
10.24
|
Form of Deferred Stock Unit Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (Management Compensatory Plan)
|
10.25
|
Automatic Data Processing, Inc. Executive Retirement Plan - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan)
|
10.26
|
Automatic Data Processing, Inc. Retirement and Savings Restoration Plan - incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan)
|
10.27
|
Automatic Data Processing, Inc. Corporate Officer Severance Plan - incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan)
|
10.28
|
Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan)
|
10.29
|
Form of Restricted Stock Award Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan)
|
10.30
|
Form of Stock Option Grant under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan)
|
10.31
|
Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2013) (Management Compensatory Plan)
|
10.32
|
Form of Performance-Based Restricted Stock Unit Award Agreement under the 2008 Omnibus Award Plan
|
21
|
Subsidiaries of the Company
|
23
|
Consent of Independent Registered Public Accounting Firm
|
31.1
|
Certification by Carlos A. Rodriguez pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
31.2
|
Certification by Jan Siegmund pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
32.1
|
Certification by Carlos A. Rodriguez pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification by Jan Siegmund pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
XBRL instance document
|
101.SCH
|
XBRL taxonomy extension schema document
|
101.CAL
|
XBRL taxonomy extension calculation linkbase document
|
101.LAB
|
XBRL taxonomy label linkbase document
|
101.PRE
|
XBRL taxonomy extension presentation linkbase document
|
101.DEF
|
XBRL taxonomy extension definition linkbase document
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
|
|
|
|
(1)
|
|
(2)
|
|
|
|
|
|
||||||||||
|
|
Balance at beginning of period
|
|
Charged to costs and expenses
|
|
Charged to other accounts (A)
|
|
Deductions
|
|
|
Balance at end of period
|
||||||||||
Year ended June 30, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
42,749
|
|
|
$
|
15,554
|
|
|
$
|
(1,862
|
)
|
|
$
|
(20,948
|
)
|
(B)
|
|
$
|
35,493
|
|
Long-term
|
|
$
|
8,349
|
|
|
$
|
746
|
|
|
$
|
(39
|
)
|
|
$
|
(8,422
|
)
|
(B)
|
|
$
|
634
|
|
Deferred tax valuation allowance
|
|
$
|
35,542
|
|
|
$
|
1,551
|
|
|
$
|
(3,801
|
)
|
|
$
|
(9,584
|
)
|
|
|
$
|
23,707
|
|
Year ended June 30, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
37,393
|
|
|
$
|
13,575
|
|
|
$
|
400
|
|
|
$
|
(8,619
|
)
|
(B)
|
|
$
|
42,749
|
|
Long-term
|
|
$
|
9,033
|
|
|
$
|
2,964
|
|
|
$
|
79
|
|
|
$
|
(3,727
|
)
|
(B)
|
|
$
|
8,349
|
|
Deferred tax valuation allowance
|
|
$
|
33,724
|
|
|
$
|
6,254
|
|
|
$
|
3,000
|
|
|
$
|
(7,436
|
)
|
|
|
$
|
35,542
|
|
Year ended June 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
33,850
|
|
|
$
|
16,002
|
|
|
$
|
(109
|
)
|
|
$
|
(12,350
|
)
|
(B)
|
|
$
|
37,393
|
|
Long-term
|
|
$
|
8,812
|
|
|
$
|
2,687
|
|
|
$
|
(50
|
)
|
|
$
|
(2,416
|
)
|
(B)
|
|
$
|
9,033
|
|
Deferred tax valuation allowance
|
|
$
|
39,116
|
|
|
$
|
1,674
|
|
|
$
|
652
|
|
|
$
|
(7,718
|
)
|
|
|
$
|
33,724
|
|
|
AUTOMATIC DATA PROCESSING, INC.
|
||
|
(Registrant)
|
||
|
|||
August 7, 2015
|
By
|
/s/ Carlos A. Rodriguez
|
|
|
|
Carlos A. Rodriguez
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Carlos A. Rodriguez
|
|
President and Chief Executive
|
|
August 7, 2015
|
(Carlos A. Rodriguez)
|
|
Officer, Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jan Siegmund
|
|
Chief Financial Officer
|
|
August 7, 2015
|
(Jan Siegmund)
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Brock Albinson
|
|
Corporate Controller
|
|
August 7, 2015
|
(Brock Albinson)
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Ellen R. Alemany
|
|
Director
|
|
August 7, 2015
|
(Ellen R. Alemany)
|
|
|
|
|
|
|
|
|
|
/s/ Peter Bisson
|
|
Director
|
|
August 7, 2015
|
(Peter Bisson)
|
|
|
|
|
|
|
|
|
|
/s/ Leslie A. Brun
|
|
Director
|
|
August 7, 2015
|
(Leslie A. Brun)
|
|
|
|
|
|
|
|
|
|
/s/ Richard T. Clark
|
|
Director
|
|
August 7, 2015
|
(Richard T. Clark)
|
|
|
|
|
|
|
|
|
|
/s/ Eric C. Fast
|
|
Director
|
|
August 7, 2015
|
(Eric C. Fast)
|
|
|
|
|
|
|
|
|
|
/s/ Linda R. Gooden
|
|
Director
|
|
August 7, 2015
|
(Linda R. Gooden)
|
|
|
|
|
|
|
|
|
|
/s/ Michael P. Gregoire
|
|
Director
|
|
August 7, 2015
|
(Michael P. Gregoire)
|
|
|
|
|
/s/ R. Glenn Hubbard
|
|
Director
|
|
August 7, 2015
|
(R. Glenn Hubbard)
|
|
|
|
|
|
|
|
|
|
/s/ John P. Jones
|
|
Director
|
|
August 7, 2015
|
(John P. Jones)
|
|
|
|
|
|
|
|
|
|
1.
|
Terms and Conditions.
|
(1)
|
The time-based vesting condition shall be satisfied as to [XX]% of the PRSUs on July 1, 20[XX], and as to the remaining [XX]% of the PRSUs on July 1, 20[XX].
|
(2)
|
The performance-based vesting condition shall be satisfied as to 100% of the PRSUs as of June 30, 20[XX], provided that the Company has achieved the performance metric established by the Company and separately communicated to the Participant, such achievement to be determined by the Committee at its regularly scheduled meeting on or around August 20[XX];
provided
,
however
, that in the event of a Change in Control, the performance-based vesting condition shall be deemed satisfied (as of immediately prior to such Change in Control) as to 100% of the PRSUs.
|
(3)
|
If the Participant’s employment with the Company or its Affiliates (or any successor thereto) is terminated within 24 months following a Change in Control 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), then 100% of the PRSUs granted hereunder shall vest in full as of such termination.
|
(4)
|
If in connection with a Change in Control the successor company, or a parent of the successor company, in the Change in Control does not agree to assume, replace, or substitute the PRSUs granted hereunder (as of the consummation of such Change in Control) with PRSUs on substantially identical terms, as determined by the Committee, then the PRSUs granted hereunder shall vest in full as of immediately prior to such Change in Control.
|
2.
|
Restrictive Covenant; Clawback; Incorporation by Reference
.
|
5.
|
Miscellaneous
.
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation
|
|
ADP Atlantic, LLC
|
|
Delaware
|
|
ADP Benefits Services KY, Inc.
|
|
Kentucky
|
|
ADP Brasil Ltda
|
|
Brazil
|
|
ADP Broker-Dealer, Inc.
|
|
New Jersey
|
|
ADP Canada Co.
|
|
Canada
|
|
ADP Employer Services GmbH
|
|
Germany
|
|
ADP Europe SAS
|
|
France
|
|
ADP France SAS
|
|
France
|
|
ADP GSI France SAS
|
|
France
|
|
ADP Indemnity, Inc.
|
|
Vermont
|
|
ADP, LLC
|
|
Delaware
|
|
ADP Private Limited
|
|
India
|
|
ADP Pacific, Inc.
|
|
Delaware
|
|
ADP Payroll Services, Inc.
|
|
Delaware
|
|
ADP Screening and Selection Services, Inc.
|
|
Colorado
|
|
ADP Tax Services, Inc.
|
|
Delaware
|
|
ADP Technology Services, Inc.
|
|
Delaware
|
|
ADP TotalSource FL XVI, Inc.
|
|
Florida
|
|
ADP TotalSource Group, Inc.
|
|
Florida
|
|
Automatic Data Processing Insurance Agency, Inc.
|
|
New Jersey
|
|
Automatic Data Processing Limited
|
|
Australia
|
|
Automatic Data Processing Limited (UK)
|
|
United Kingdom
|
Date: August 7, 2015
|
/s/ Carlos A. Rodriguez
|
|
|
|
Carlos A. Rodriguez
|
|
|
President and Chief Executive Officer
|
Date: August 7, 2015
|
/s/ Jan Siegmund
|
|
|
|
Jan Siegmund
|
|
|
Chief Financial Officer
|
/s/ Carlos A. Rodriguez
|
|
Carlos A. Rodriguez
|
|
President and Chief Executive Officer
|
|
Date: August 7, 2015
|
/s/ Jan Siegmund
|
|
Jan Siegmund
|
|
Chief Financial Officer
|
|
Date: August 7, 2015
|