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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Page
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Statements of Consolidated Earnings
Three months ended September 30, 2016 and 2015 |
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Statements of Consolidated Comprehensive Income
Three months ended September 30, 2016 and 2015 |
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Consolidated Balance Sheets
At September 30, 2016 and June 30, 2016 |
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Statements of Consolidated Cash Flows
Three Months Ended September 30, 2016 and 2015 |
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Three Months Ended
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September 30,
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2016
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2015
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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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2,037.4
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$
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1,928.7
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Interest on funds held for clients
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89.2
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87.8
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PEO revenues (A)
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790.3
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697.5
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TOTAL REVENUES
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2,916.9
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2,714.0
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EXPENSES:
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Costs of revenues:
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Operating expenses
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1,531.5
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1,439.8
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Systems development and programming costs
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154.9
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156.1
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Depreciation and amortization
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57.2
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50.6
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TOTAL COSTS OF REVENUES
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1,743.6
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1,646.5
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Selling, general, and administrative expenses
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647.7
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605.3
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Interest expense
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19.9
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4.9
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TOTAL EXPENSES
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2,411.2
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2,256.7
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Other income, net
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(23.0
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)
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(47.7
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)
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EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
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528.7
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505.0
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Provision for income taxes
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160.0
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167.5
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NET EARNINGS FROM CONTINUING OPERATIONS
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$
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368.7
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$
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337.5
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LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES
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—
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(1.4
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)
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Benefit for income taxes
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—
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(0.5
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)
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NET LOSS FROM DISCONTINUED OPERATIONS
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$
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—
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$
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(0.9
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)
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NET EARNINGS
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$
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368.7
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$
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336.6
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Basic Earnings Per Share from Continuing Operations
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$
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0.82
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$
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0.73
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Basic Loss Per Share from Discontinued Operations
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—
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—
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BASIC EARNINGS PER SHARE
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$
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0.82
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$
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0.73
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Diluted Earnings Per Share from Continuing Operations
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$
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0.81
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$
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0.72
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Diluted Loss Per Share from Discontinued Operations
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—
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—
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DILUTED EARNINGS PER SHARE
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$
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0.81
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$
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0.72
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Basic weighted average shares outstanding
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452.3
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462.4
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Diluted weighted average shares outstanding
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455.3
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465.7
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Dividends declared per common share
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$
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0.530
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$
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0.490
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Three Months Ended
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||||||
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September 30,
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2016
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2015
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Net earnings
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$
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368.7
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$
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336.6
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Other comprehensive income/loss:
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Currency translation adjustments
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10.8
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(22.0
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)
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Unrealized net (losses)/gains on available-for-sale securities
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(71.4
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)
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53.4
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Tax effect
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26.2
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(20.0
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)
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Reclassification of net gains on available-for-sale securities to net earnings
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(0.1
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)
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—
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Tax effect
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—
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—
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Reclassification of pension liability adjustment to net earnings
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5.1
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2.9
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Tax effect
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(1.9
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(1.1
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)
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Other comprehensive (loss)/income, net of tax
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(31.3
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)
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13.2
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Comprehensive income
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$
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337.4
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$
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349.8
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September 30,
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June 30,
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2016
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2016
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Assets
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Current assets:
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Cash and cash equivalents
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$
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2,776.6
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$
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3,191.1
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Short-term marketable securities
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41.0
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23.5
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Accounts receivable, net of allowance for doubtful accounts of $42.1 and $38.1, respectively
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1,620.6
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1,742.8
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Other current assets
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898.8
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701.8
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Total current assets before funds held for clients
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5,337.0
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5,659.2
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Funds held for clients
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24,787.2
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33,841.2
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Total current assets
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30,124.2
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39,500.4
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Long-term marketable securities
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7.8
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7.8
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Long-term receivables, net of allowance for doubtful accounts of $0.8 and $0.5, respectively
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26.6
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27.1
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Property, plant and equipment, net
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701.0
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685.0
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Other assets
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1,225.5
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1,233.5
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Goodwill
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1,698.5
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1,682.0
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Intangible assets, net
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553.8
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534.2
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Total assets
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$
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34,337.4
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$
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43,670.0
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Liabilities and Stockholders' Equity
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Current liabilities:
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Accounts payable
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$
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117.8
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$
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152.3
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Accrued expenses and other current liabilities
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1,279.6
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1,246.8
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Accrued payroll and payroll-related expenses
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413.2
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616.7
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Dividends payable
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237.3
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238.4
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Short-term deferred revenues
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220.6
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233.2
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Income taxes payable
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101.7
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28.2
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Total current liabilities before client funds obligations
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2,370.2
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2,515.6
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Client funds obligations
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24,349.1
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33,331.8
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Total current liabilities
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26,719.3
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35,847.4
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Long-term debt
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2,007.7
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2,007.7
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Other liabilities
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734.0
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701.1
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Deferred income taxes
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244.5
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251.1
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Long-term deferred revenues
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381.8
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381.1
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Total liabilities
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$
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30,087.3
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$
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39,188.4
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Commitments and contingencies (Note 14)
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Stockholders' equity:
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Preferred stock, $1.00 par value: Authorized, 0.3 shares; issued, none
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$
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—
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$
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—
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Common stock, $0.10 par value: authorized, 1,000.0 shares; issued, 638.7 shares at September 30, 2016 and June 30, 2016;
outstanding, 453.1 and 455.7 shares at September 30, 2016 and June 30, 2016, respectively |
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63.9
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63.9
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Capital in excess of par value
|
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750.4
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768.1
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Retained earnings
|
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14,130.2
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14,003.3
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Treasury stock - at cost: 185.6 and 183.0 shares at September 30, 2016 and June 30, 2016, respectively
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(10,448.0
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)
|
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(10,138.6
|
)
|
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Accumulated other comprehensive loss
|
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(246.4
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)
|
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(215.1
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)
|
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Total stockholders’ equity
|
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4,250.1
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|
|
4,481.6
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Total liabilities and stockholders’ equity
|
|
$
|
34,337.4
|
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$
|
43,670.0
|
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Three Months Ended
|
||||||
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September 30,
|
||||||
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2016
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2015
|
||||
Cash Flows from Operating Activities:
|
|
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|
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Net earnings
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$
|
368.7
|
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$
|
336.6
|
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Adjustments to reconcile net earnings to cash flows provided by operating activities:
|
|
|
|
|
|
|
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Depreciation and amortization
|
|
77.6
|
|
|
68.8
|
|
||
Deferred income taxes
|
|
31.9
|
|
|
29.4
|
|
||
Stock-based compensation expense
|
|
31.1
|
|
|
34.7
|
|
||
Net pension expense
|
|
6.1
|
|
|
4.4
|
|
||
Net amortization of premiums and accretion of discounts on available-for-sale securities
|
|
23.2
|
|
|
24.1
|
|
||
Gain on sale of divested businesses, net of tax
|
|
—
|
|
|
(21.8
|
)
|
||
Other
|
|
8.2
|
|
|
5.8
|
|
||
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses:
|
|
|
|
|
|
|
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Decrease / (increase) in accounts receivable
|
|
121.0
|
|
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(32.3
|
)
|
||
Increase in other assets
|
|
(221.6
|
)
|
|
(249.2
|
)
|
||
Decrease in accounts payable
|
|
(36.3
|
)
|
|
(19.5
|
)
|
||
Decrease in accrued expenses and other liabilities
|
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(80.1
|
)
|
|
(71.9
|
)
|
||
Net cash flows provided by operating activities
|
|
329.8
|
|
|
109.1
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||
|
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|
||||
Cash Flows from Investing Activities:
|
|
|
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|
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Purchases of corporate and client funds marketable securities
|
|
(1,171.1
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)
|
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(859.8
|
)
|
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Proceeds from the sales and maturities of corporate and client funds marketable securities
|
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900.1
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|
|
1,255.3
|
|
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Net decrease / (increase) in restricted cash and cash equivalents held to satisfy client funds obligations
|
|
9,160.8
|
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(137.8
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)
|
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Capital expenditures
|
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(48.7
|
)
|
|
(55.6
|
)
|
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Additions to intangibles
|
|
(57.2
|
)
|
|
(45.4
|
)
|
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Acquisitions of businesses, net of cash acquired
|
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(20.0
|
)
|
|
—
|
|
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Proceeds from the sale of divested businesses
|
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—
|
|
|
162.5
|
|
||
Net cash flows provided by investing activities
|
|
8,763.9
|
|
|
319.2
|
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|
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|
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Cash Flows from Financing Activities:
|
|
|
|
|
|
|
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Net decrease in client funds obligations
|
|
(8,928.3
|
)
|
|
(275.1
|
)
|
||
Net proceeds from debt issuance
|
|
—
|
|
|
1,986.4
|
|
||
Payments of debt
|
|
(0.5
|
)
|
|
(0.6
|
)
|
||
Repurchases of common stock
|
|
(328.6
|
)
|
|
(308.1
|
)
|
||
Net proceeds from stock purchase plan and stock-based compensation plans
|
|
(14.4
|
)
|
|
(22.0
|
)
|
||
Dividends paid
|
|
(241.8
|
)
|
|
(229.0
|
)
|
||
Other
|
|
—
|
|
|
(23.4
|
)
|
||
Net cash flows (used in) / provided by financing activities
|
|
(9,513.6
|
)
|
|
1,128.2
|
|
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|
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|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
5.4
|
|
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(11.1
|
)
|
||
|
|
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|
||||
Net change in cash and cash equivalents
|
|
(414.5
|
)
|
|
1,545.4
|
|
||
|
|
|
|
|
||||
Cash and cash equivalents, beginning of period
|
|
3,191.1
|
|
|
1,639.3
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
2,776.6
|
|
|
$
|
3,184.7
|
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
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|
||||
Cash paid for interest
|
|
$
|
33.4
|
|
|
$
|
2.4
|
|
Cash paid for income taxes, net of income tax refunds
|
|
$
|
36.3
|
|
|
$
|
18.7
|
|
|
Employee
separation benefits (a)
|
|
Other one time costs (b)
|
|
Total
|
||||||
Balance at June 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charged to expense (c)
|
37.3
|
|
|
2.6
|
|
|
39.9
|
|
|||
Cash payments
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|||
Non-cash utilization
|
—
|
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|||
Balance at September 30, 2016
|
$
|
37.3
|
|
|
$
|
0.6
|
|
|
$
|
37.9
|
|
|
|
Basic
|
|
Effect of Employee Stock Option Shares
|
|
Effect of
Employee
Restricted
Stock
Shares
|
|
Diluted
|
||||||
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
|
$
|
368.7
|
|
|
|
|
|
|
|
|
$
|
368.7
|
|
Weighted average shares (in millions)
|
|
452.3
|
|
|
1.2
|
|
|
1.8
|
|
|
455.3
|
|
||
EPS from continuing operations
|
|
$
|
0.82
|
|
|
|
|
|
|
|
|
$
|
0.81
|
|
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
337.5
|
|
|
|
|
|
|
|
|
$
|
337.5
|
|
Weighted average shares (in millions)
|
|
462.4
|
|
|
1.3
|
|
|
2.0
|
|
|
465.7
|
|
||
EPS from continuing operations
|
|
$
|
0.73
|
|
|
|
|
|
|
|
|
$
|
0.72
|
|
|
Three Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Interest income on corporate funds
|
$
|
(22.9
|
)
|
|
$
|
(18.6
|
)
|
Realized gains on available-for-sale securities
|
(0.4
|
)
|
|
(0.9
|
)
|
||
Realized losses on available-for-sale securities
|
0.3
|
|
|
0.9
|
|
||
Gain on sale of AMD (see Note 4)
|
—
|
|
|
(29.1
|
)
|
||
Other income, net
|
$
|
(23.0
|
)
|
|
$
|
(47.7
|
)
|
|
September 30, 2016
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market Value (A)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
||||||||
Money market securities, cash and other cash equivalents
|
$
|
5,861.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,861.6
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
9,275.7
|
|
|
230.1
|
|
|
(1.7
|
)
|
|
9,504.1
|
|
||||
U.S. government agencies
|
4,092.8
|
|
|
71.4
|
|
|
(0.1
|
)
|
|
4,164.1
|
|
||||
Asset-backed securities
|
4,134.6
|
|
|
54.5
|
|
|
(0.4
|
)
|
|
4,188.7
|
|
||||
Canadian government obligations and
Canadian government agency obligations |
984.9
|
|
|
12.0
|
|
|
—
|
|
|
996.9
|
|
||||
Canadian provincial bonds
|
721.6
|
|
|
27.7
|
|
|
—
|
|
|
749.3
|
|
||||
U.S. Treasury securities
|
947.6
|
|
|
11.6
|
|
|
—
|
|
|
959.2
|
|
||||
Municipal bonds
|
617.1
|
|
|
19.9
|
|
|
(0.6
|
)
|
|
636.4
|
|
||||
Other securities
|
538.0
|
|
|
14.5
|
|
|
(0.2
|
)
|
|
552.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total available-for-sale securities
|
21,312.3
|
|
|
441.7
|
|
|
(3.0
|
)
|
|
21,751.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total corporate investments and funds held for clients
|
$
|
27,173.9
|
|
|
$
|
441.7
|
|
|
$
|
(3.0
|
)
|
|
$
|
27,612.6
|
|
|
June 30, 2016
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market Value (B)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market securities, cash and other cash equivalents
|
$
|
15,458.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,458.6
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
9,429.2
|
|
|
261.8
|
|
|
(0.6
|
)
|
|
9,690.4
|
|
||||
U.S. government agency securities
|
4,298.8
|
|
|
91.3
|
|
|
—
|
|
|
4,390.1
|
|
||||
Asset-backed securities
|
3,761.9
|
|
|
59.0
|
|
|
(0.3
|
)
|
|
3,820.6
|
|
||||
Canadian government obligations and
Canadian government agency obligations |
995.1
|
|
|
12.8
|
|
|
—
|
|
|
1,007.9
|
|
||||
Canadian provincial bonds
|
735.4
|
|
|
30.8
|
|
|
(0.1
|
)
|
|
766.1
|
|
||||
U.S. Treasury securities
|
746.9
|
|
|
16.3
|
|
|
—
|
|
|
763.2
|
|
||||
Municipal bonds
|
594.2
|
|
|
23.9
|
|
|
(0.3
|
)
|
|
617.8
|
|
||||
Other securities
|
533.3
|
|
|
15.8
|
|
|
(0.2
|
)
|
|
548.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total available-for-sale securities
|
21,094.8
|
|
|
511.7
|
|
|
(1.5
|
)
|
|
21,605.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total corporate investments and funds held for clients
|
$
|
36,553.4
|
|
|
$
|
511.7
|
|
|
$
|
(1.5
|
)
|
|
$
|
37,063.6
|
|
|
September 30, 2016
|
||||||||||||||||||||||
|
Securities in Unrealized Loss Position Less Than 12 Months
|
|
Securities in Unrealized Loss Position Greater Than 12 Months
|
|
Total
|
||||||||||||||||||
|
Gross
Unrealized Losses |
|
Fair Market
Value
|
|
Gross
Unrealized Losses |
|
Fair Market
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Market Value
|
||||||||||||
Corporate bonds
|
$
|
(1.7
|
)
|
|
$
|
474.8
|
|
|
$
|
—
|
|
|
$
|
41.4
|
|
|
$
|
(1.7
|
)
|
|
$
|
516.2
|
|
U.S. government agencies
|
(0.1
|
)
|
|
94.8
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
94.8
|
|
||||||
Asset-backed securities
|
(0.3
|
)
|
|
294.2
|
|
|
(0.1
|
)
|
|
132.6
|
|
|
(0.4
|
)
|
|
426.8
|
|
||||||
Canadian government obligations and
Canadian government agency obligations |
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
||||||
Canadian provincial bonds
|
—
|
|
|
27.0
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
34.7
|
|
||||||
U.S. Treasury securities
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||||
Municipal bonds
|
(0.4
|
)
|
|
61.5
|
|
|
(0.2
|
)
|
|
8.1
|
|
|
(0.6
|
)
|
|
69.6
|
|
||||||
Other securities
|
(0.1
|
)
|
|
12.2
|
|
|
(0.1
|
)
|
|
4.9
|
|
|
(0.2
|
)
|
|
17.1
|
|
||||||
|
$
|
(2.6
|
)
|
|
$
|
974.2
|
|
|
$
|
(0.4
|
)
|
|
$
|
194.7
|
|
|
$
|
(3.0
|
)
|
|
$
|
1,168.9
|
|
|
June 30, 2016
|
||||||||||||||||||||||
|
Securities in Unrealized Loss Position Less Than 12 Months
|
|
Securities in Unrealized Loss Position Greater Than 12 Months
|
|
Total
|
||||||||||||||||||
|
Gross
Unrealized Losses |
|
Fair Market
Value
|
|
Gross
Unrealized Losses |
|
Fair Market
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Market Value
|
||||||||||||
Corporate bonds
|
$
|
(0.5
|
)
|
|
$
|
138.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
35.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
173.1
|
|
U.S. government agencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Asset-backed securities
|
(0.1
|
)
|
|
58.8
|
|
|
(0.2
|
)
|
|
154.8
|
|
|
(0.3
|
)
|
|
213.6
|
|
||||||
Canadian government obligations and
Canadian government agency obligations |
—
|
|
|
53.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53.2
|
|
||||||
Canadian provincial bonds
|
(0.1
|
)
|
|
19.1
|
|
|
—
|
|
|
7.8
|
|
|
(0.1
|
)
|
|
26.9
|
|
||||||
U.S. Treasury securities
|
—
|
|
|
3.4
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
5.0
|
|
||||||
Municipal bonds
|
—
|
|
|
12.9
|
|
|
(0.3
|
)
|
|
10.6
|
|
|
(0.3
|
)
|
|
23.5
|
|
||||||
Other securities
|
(0.1
|
)
|
|
10.5
|
|
|
(0.1
|
)
|
|
8.0
|
|
|
(0.2
|
)
|
|
18.5
|
|
||||||
|
$
|
(0.8
|
)
|
|
$
|
295.9
|
|
|
$
|
(0.7
|
)
|
|
$
|
217.9
|
|
|
$
|
(1.5
|
)
|
|
$
|
513.8
|
|
|
|
September 30,
|
|
June 30,
|
||||
|
|
2016
|
|
2016
|
||||
Corporate investments:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,776.6
|
|
|
$
|
3,191.1
|
|
Short-term marketable securities
|
|
41.0
|
|
|
23.5
|
|
||
Long-term marketable securities
|
|
7.8
|
|
|
7.8
|
|
||
Total corporate investments
|
|
$
|
2,825.4
|
|
|
$
|
3,222.4
|
|
|
|
September 30,
|
|
June 30,
|
||||
|
|
2016
|
|
2016
|
||||
Funds held for clients:
|
|
|
|
|
||||
Restricted cash and cash equivalents held to satisfy client funds obligations
|
|
$
|
3,085.0
|
|
|
$
|
12,267.5
|
|
Restricted short-term marketable securities held to satisfy client funds obligations
|
|
3,137.2
|
|
|
3,032.1
|
|
||
Restricted long-term marketable securities held to satisfy client funds obligations
|
|
18,565.0
|
|
|
18,541.6
|
|
||
Total funds held for clients
|
|
$
|
24,787.2
|
|
|
$
|
33,841.2
|
|
One year or less
|
$
|
3,178.2
|
|
One year to two years
|
2,525.4
|
|
|
Two years to three years
|
4,039.2
|
|
|
Three years to four years
|
4,486.9
|
|
|
After four years
|
7,521.3
|
|
|
|
|
|
|
Total available-for-sale securities
|
$
|
21,751.0
|
|
|
Employer
Services
|
|
PEO
Services
|
|
Total
|
||||||
Balance at June 30, 2016
|
$
|
1,677.2
|
|
|
$
|
4.8
|
|
|
$
|
1,682.0
|
|
Additions and other adjustments, net
|
13.2
|
|
|
—
|
|
|
13.2
|
|
|||
Currency translation adjustments
|
3.3
|
|
|
—
|
|
|
3.3
|
|
|||
Balance at September 30, 2016
|
$
|
1,693.7
|
|
|
$
|
4.8
|
|
|
$
|
1,698.5
|
|
|
|
September 30,
|
|
June 30,
|
||||
|
|
2016
|
|
2016
|
||||
Intangible assets:
|
|
|
|
|
||||
Software and software licenses
|
|
$
|
1,862.3
|
|
|
$
|
1,811.6
|
|
Customer contracts and lists
|
|
612.0
|
|
|
603.7
|
|
||
Other intangibles
|
|
208.1
|
|
|
207.8
|
|
||
|
|
2,682.4
|
|
|
2,623.1
|
|
||
Less accumulated amortization:
|
|
|
|
|
|
|
||
Software and software licenses
|
|
(1,435.9
|
)
|
|
(1,403.8
|
)
|
||
Customer contracts and lists
|
|
(491.9
|
)
|
|
(486.4
|
)
|
||
Other intangibles
|
|
(200.8
|
)
|
|
(198.7
|
)
|
||
|
|
(2,128.6
|
)
|
|
(2,088.9
|
)
|
||
Intangible assets, net
|
|
$
|
553.8
|
|
|
$
|
534.2
|
|
|
Amount
|
||
Nine months ending June 30, 2017
|
$
|
118.3
|
|
Twelve months ending June 30, 2018
|
$
|
134.3
|
|
Twelve months ending June 30, 2019
|
$
|
98.9
|
|
Twelve months ending June 30, 2020
|
$
|
70.6
|
|
Twelve months ending June 30, 2021
|
$
|
53.4
|
|
Twelve months ending June 30, 2022
|
$
|
41.3
|
|
Debt instrument
|
Effective Interest Rate
|
|
September 30, 2016
|
|
June 30,
2016
|
||||
Fixed-rate 2.250% notes due September 15, 2020
|
2.37%
|
|
$
|
1,000.0
|
|
|
$
|
1,000.0
|
|
Fixed-rate 3.375% notes due September 15, 2025
|
3.47%
|
|
1,000.0
|
|
|
1,000.0
|
|
||
Other
|
|
|
21.8
|
|
|
22.3
|
|
||
|
|
|
2,021.8
|
|
|
2,022.3
|
|
||
Less: current portion
|
|
|
(2.5
|
)
|
|
(2.5
|
)
|
||
Less: unamortized discount and debt issuance costs
|
|
|
(11.6
|
)
|
|
(12.1
|
)
|
||
Total long-term debt
|
|
|
$
|
2,007.7
|
|
|
$
|
2,007.7
|
|
|
Three Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating expenses
|
$
|
5.6
|
|
|
$
|
5.9
|
|
Selling, general and administrative expenses
|
21.5
|
|
|
24.3
|
|
||
System development and programming costs
|
4.0
|
|
|
4.5
|
|
||
Total pre-tax stock-based compensation expense
|
$
|
31.1
|
|
|
$
|
34.7
|
|
|
|
|
|
||||
Income tax benefit
|
$
|
11.2
|
|
|
$
|
12.6
|
|
|
|
Number
of Options
(in thousands)
|
|
Weighted
Average Price
(in dollars)
|
|||
Options outstanding at July 1, 2016
|
|
4,869
|
|
|
$
|
65
|
|
Options granted
|
|
1,231
|
|
|
$
|
91
|
|
Options exercised
|
|
(373
|
)
|
|
$
|
52
|
|
Options canceled/forfeited
|
|
(104
|
)
|
|
$
|
81
|
|
Options outstanding at September 30, 2016
|
|
5,623
|
|
|
$
|
71
|
|
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Restricted shares/units outstanding at July 1, 2016
|
|
1,889
|
|
|
434
|
|
Restricted shares/units granted
|
|
840
|
|
|
199
|
|
Restricted shares/units vested
|
|
(842
|
)
|
|
(201
|
)
|
Restricted shares/units forfeited
|
|
(42
|
)
|
|
(6
|
)
|
Restricted shares/units outstanding at September 30, 2016
|
|
1,845
|
|
|
426
|
|
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Restricted shares/units outstanding at July 1, 2016
|
|
574
|
|
|
811
|
|
Restricted shares/units granted
|
|
171
|
|
|
285
|
|
Restricted shares/units vested
|
|
(311
|
)
|
|
(272
|
)
|
Restricted shares/units forfeited
|
|
(8
|
)
|
|
(73
|
)
|
Restricted shares/units outstanding at September 30, 2016
|
|
426
|
|
|
751
|
|
|
Three Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Risk-free interest rate
|
1.2
|
%
|
|
1.6
|
%
|
||
Dividend yield
|
2.3
|
%
|
|
2.6
|
%
|
||
Weighted average volatility factor
|
23.2
|
%
|
|
25.6
|
%
|
||
Weighted average expected life (in years)
|
5.4
|
|
|
5.4
|
|
||
Weighted average fair value (in dollars)
|
$
|
14.36
|
|
|
$
|
13.16
|
|
|
Three Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Service cost – benefits earned during the period
|
$
|
20.2
|
|
|
$
|
17.6
|
|
Interest cost on projected benefits
|
15.1
|
|
|
16.9
|
|
||
Expected return on plan assets
|
(34.0
|
)
|
|
(32.9
|
)
|
||
Net amortization and deferral
|
4.8
|
|
|
2.8
|
|
||
Net pension expense
|
$
|
6.1
|
|
|
$
|
4.4
|
|
|
Three Months Ended
|
||||||||||||||
|
September 30, 2016
|
||||||||||||||
|
Currency Translation Adjustment
|
|
Net Gains/Losses on Available-for-sale Securities
|
|
Pension Liability
|
|
Accumulated Other Comprehensive (Loss)/Income
|
||||||||
Balance at June 30, 2016
|
$
|
(253.8
|
)
|
|
$
|
333.8
|
|
|
$
|
(295.1
|
)
|
|
$
|
(215.1
|
)
|
Other comprehensive income/(loss)
before reclassification adjustments
|
10.8
|
|
|
(71.4
|
)
|
|
—
|
|
|
(60.6
|
)
|
||||
Tax effect
|
—
|
|
|
26.2
|
|
|
—
|
|
|
26.2
|
|
||||
Reclassification adjustments to
net earnings |
—
|
|
|
(0.1
|
)
|
(A)
|
5.1
|
|
(B)
|
5.0
|
|
||||
Tax effect
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
||||
Balance at September 30, 2016
|
$
|
(243.0
|
)
|
|
$
|
288.5
|
|
|
$
|
(291.9
|
)
|
|
$
|
(246.4
|
)
|
|
Three Months Ended
|
||||||||||||||
|
September 30, 2015
|
||||||||||||||
|
Currency Translation Adjustment
|
|
Net Gains/Losses on Available-for-sale Securities
|
|
Pension Liability
|
|
Accumulated Other Comprehensive (Loss)/Income
|
||||||||
Balance at June 30, 2015
|
$
|
(228.3
|
)
|
|
$
|
143.9
|
|
|
$
|
(176.2
|
)
|
|
$
|
(260.6
|
)
|
Other comprehensive (loss)/income
before reclassification adjustments
|
(22.0
|
)
|
|
53.4
|
|
|
—
|
|
|
31.4
|
|
||||
Tax effect
|
—
|
|
|
(20.0
|
)
|
|
—
|
|
|
(20.0
|
)
|
||||
Reclassification adjustments to
net earnings
|
—
|
|
|
—
|
|
(A)
|
2.9
|
|
(B)
|
2.9
|
|
||||
Tax effect
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
||||
Balance at September 30, 2015
|
$
|
(250.3
|
)
|
|
$
|
177.3
|
|
|
$
|
(174.4
|
)
|
|
$
|
(247.4
|
)
|
|
Revenues from
Continuing Operations
|
||||||
|
Three Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Employer Services
|
$
|
2,261.2
|
|
|
$
|
2,130.8
|
|
PEO Services
|
794.7
|
|
|
701.5
|
|
||
Other
|
(3.6
|
)
|
|
10.7
|
|
||
Reconciling item:
|
|
|
|
||||
Client fund interest
|
(135.4
|
)
|
|
(129.0
|
)
|
||
|
$
|
2,916.9
|
|
|
$
|
2,714.0
|
|
|
Earnings from Continuing Operations
before Income Taxes
|
||||||
|
Three Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Employer Services
|
$
|
656.6
|
|
|
$
|
570.3
|
|
PEO Services
|
107.1
|
|
|
88.3
|
|
||
Other
|
(99.6
|
)
|
|
(24.6
|
)
|
||
Reconciling item:
|
|
|
|
|
|||
Client fund interest
|
(135.4
|
)
|
|
(129.0
|
)
|
||
|
$
|
528.7
|
|
|
$
|
505.0
|
|
•
|
New business bookings were flat from the
three months ended
September 30, 2015
|
•
|
Revenue grew
7%
;
8%
on a constant dollar basis
|
•
|
Diluted earning per share from continuing operations increased from
$0.72
to
$0.81
; Adjusted diluted earnings per share from continuing operations increased from
$0.68
to
$0.86
|
•
|
Recorded a pre-tax restructuring charge of $39.9 million related to our previously announced Service Alignment Initiative
|
•
|
Continued our shareholder friendly actions by returning over $350 million via share repurchases and approximately $240 million via dividends
|
|
Three Months Ended
|
|
|
|
|
||||||||
|
September 30,
|
|
% Change
|
||||||||||
|
2016
|
|
2015
|
|
As Reported
|
|
Constant Dollar Basis
(Note 1)
|
||||||
Total revenues
|
$
|
2,916.9
|
|
|
$
|
2,714.0
|
|
|
7
|
%
|
|
8
|
%
|
|
|
|
|
|
|
|
|
||||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
|
|
|||
Operating expenses
|
1,531.5
|
|
|
1,439.8
|
|
|
6
|
%
|
|
7
|
%
|
||
Systems development and programming costs
|
154.9
|
|
|
156.1
|
|
|
(1
|
)%
|
|
—
|
%
|
||
Depreciation and amortization
|
57.2
|
|
|
50.6
|
|
|
13
|
%
|
|
13
|
%
|
||
Total costs of revenues
|
1,743.6
|
|
|
1,646.5
|
|
|
6
|
%
|
|
6
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative costs
|
647.7
|
|
|
605.3
|
|
|
7
|
%
|
|
7
|
%
|
||
Interest expense
|
19.9
|
|
|
4.9
|
|
|
n/m
|
|
|
n/m
|
|
||
Total expenses
|
2,411.2
|
|
|
2,256.7
|
|
|
7
|
%
|
|
7
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Other income, net
|
(23.0
|
)
|
|
(47.7
|
)
|
|
n/m
|
|
|
n/m
|
|
||
|
|
|
|
|
|
|
|
||||||
Earnings from continuing operations before income taxes
|
$
|
528.7
|
|
|
$
|
505.0
|
|
|
5
|
%
|
|
4
|
%
|
Margin
|
18.1
|
%
|
|
18.6
|
%
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
$
|
160.0
|
|
|
$
|
167.5
|
|
|
(4
|
)%
|
|
(5
|
)%
|
Effective tax rate
|
30.3
|
%
|
|
33.2
|
%
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
368.7
|
|
|
$
|
337.5
|
|
|
9
|
%
|
|
8
|
%
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share from continuing operations
|
$
|
0.81
|
|
|
$
|
0.72
|
|
|
13
|
%
|
|
11
|
%
|
|
|
Three Months Ended
|
|
|
|
|
||||||||
|
|
September 30,
|
|
% Change
|
||||||||||
|
|
2016
|
|
2015
|
|
As Reported
|
|
Constant Dollar Basis
|
||||||
Net earnings from continuing operations
|
|
$
|
368.7
|
|
|
$
|
337.5
|
|
|
9
|
%
|
|
8
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
160.0
|
|
|
167.5
|
|
|
|
|
|
||||
All other interest expense
|
|
15.0
|
|
|
3.0
|
|
|
|
|
|
||||
All other interest income
|
|
(4.8
|
)
|
|
(2.0
|
)
|
|
|
|
|
||||
Gain on sale of AMD
|
|
—
|
|
|
(29.1
|
)
|
|
|
|
|
||||
Service Alignment Initiative
|
|
39.9
|
|
|
—
|
|
|
|
|
|
||||
Adjusted EBIT
|
|
$
|
578.8
|
|
|
$
|
476.9
|
|
|
21
|
%
|
|
20
|
%
|
Adjusted EBIT Margin
|
|
19.8
|
%
|
|
17.6
|
%
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
$
|
160.0
|
|
|
$
|
167.5
|
|
|
(4
|
)%
|
|
(5
|
)%
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||
Gain on sale of AMD (a)
|
|
—
|
|
|
(7.3
|
)
|
|
|
|
|
||||
Service Alignment Initiative (b)
|
|
15.1
|
|
|
—
|
|
|
|
|
|
||||
Adjusted provision for income taxes
|
|
$
|
175.1
|
|
|
$
|
160.2
|
|
|
9
|
%
|
|
8
|
%
|
Adjusted effective tax rate (c)
|
|
30.8
|
%
|
|
33.7
|
%
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
|
$
|
368.7
|
|
|
$
|
337.5
|
|
|
9
|
%
|
|
8
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||
Gain on sale of AMD
|
|
—
|
|
|
(29.1
|
)
|
|
|
|
|
||||
Service Alignment Initiative
|
|
39.9
|
|
|
—
|
|
|
|
|
|
||||
Provision for income taxes on gain on sale of AMD (a)
|
|
—
|
|
|
7.3
|
|
|
|
|
|
||||
Income tax benefit for Service Alignment Initiative (b)
|
|
(15.1
|
)
|
|
—
|
|
|
|
|
|
||||
Adjusted net earnings from continuing operations
|
|
$
|
393.5
|
|
|
$
|
315.7
|
|
|
25
|
%
|
|
24
|
%
|
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share from continuing operations
|
|
$
|
0.81
|
|
|
$
|
0.72
|
|
|
13
|
%
|
|
11
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||
Gain on sale of AMD
|
|
—
|
|
|
(0.05
|
)
|
|
|
|
|
||||
Service Alignment Initiative
|
|
0.05
|
|
|
—
|
|
|
|
|
|
||||
Adjusted diluted EPS from continuing operations
|
|
$
|
0.86
|
|
|
$
|
0.68
|
|
|
26
|
%
|
|
26
|
%
|
|
Three Months Ended
|
|
|
||||||||
|
September 30,
|
|
|
||||||||
|
2016
|
|
2015
|
|
$ Change
|
||||||
Interest income on corporate funds
|
$
|
(22.9
|
)
|
|
$
|
(18.6
|
)
|
|
$
|
4.3
|
|
Realized gains on available-for-sale securities
|
(0.4
|
)
|
|
(0.9
|
)
|
|
(0.5
|
)
|
|||
Realized losses on available-for-sale securities
|
0.3
|
|
|
0.9
|
|
|
0.6
|
|
|||
Gain on sale of AMD (see Note 4 of the consolidated financial statements)
|
—
|
|
|
(29.1
|
)
|
|
(29.1
|
)
|
|||
Other income, net
|
$
|
(23.0
|
)
|
|
$
|
(47.7
|
)
|
|
$
|
(24.7
|
)
|
|
Revenues from Continuing Operations
|
||||||||||||
|
Three Months Ended
|
|
|
|
|
||||||||
|
September 30,
|
|
% Change
|
||||||||||
|
2016
|
|
2015
|
|
As
Reported
|
|
Constant Dollar Basis
|
||||||
Employer Services
|
$
|
2,261.2
|
|
|
$
|
2,130.8
|
|
|
6
|
%
|
|
6
|
%
|
PEO Services
|
794.7
|
|
|
701.5
|
|
|
13
|
%
|
|
13
|
%
|
||
Other
|
(3.6
|
)
|
|
10.7
|
|
|
n/m
|
|
|
n/m
|
|
||
Reconciling item:
|
|
|
|
|
|
|
|
||||||
Client fund interest
|
(135.4
|
)
|
|
(129.0
|
)
|
|
n/m
|
|
|
n/m
|
|
||
|
$
|
2,916.9
|
|
|
$
|
2,714.0
|
|
|
7
|
%
|
|
8
|
%
|
|
Earnings from Continuing Operations before Income Taxes
|
||||||||||||
|
Three Months Ended
|
|
|
|
|
||||||||
|
September 30,
|
|
% Change
|
||||||||||
|
2016
|
|
2015
|
|
As
Reported |
|
Constant Dollar Basis
|
||||||
Employer Services
|
$
|
656.6
|
|
|
$
|
570.3
|
|
|
15
|
%
|
|
14
|
%
|
PEO Services
|
107.1
|
|
|
88.3
|
|
|
21
|
%
|
|
21
|
%
|
||
Other
|
(99.6
|
)
|
|
(24.6
|
)
|
|
n/m
|
|
|
n/m
|
|
||
Reconciling item:
|
|
|
|
|
|
|
|
|
|||||
Client fund interest
|
(135.4
|
)
|
|
(129.0
|
)
|
|
n/m
|
|
|
n/m
|
|
||
|
$
|
528.7
|
|
|
$
|
505.0
|
|
|
5
|
%
|
|
4
|
%
|
|
|
Three Months Ended
|
|
|
||||||||
|
|
September 30,
|
|
|
||||||||
|
|
2016
|
|
2015
|
|
$ Change
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
329.8
|
|
|
$
|
109.1
|
|
|
$
|
220.7
|
|
Investing activities
|
|
8,763.9
|
|
|
319.2
|
|
|
8,444.7
|
|
|||
Financing activities
|
|
(9,513.6
|
)
|
|
1,128.2
|
|
|
(10,641.8
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
5.4
|
|
|
(11.1
|
)
|
|
16.5
|
|
|||
Net change in cash and cash equivalents
|
|
$
|
(414.5
|
)
|
|
$
|
1,545.4
|
|
|
$
|
(1,959.9
|
)
|
|
Three Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Average investment balances at cost:
|
|
|
|
||||
Corporate investments
|
$
|
7,334.5
|
|
|
$
|
5,689.4
|
|
Funds held for clients
|
20,046.1
|
|
|
19,358.9
|
|
||
Total
|
$
|
27,380.6
|
|
|
$
|
25,048.4
|
|
|
|
|
|
|
|
||
Average interest rates earned exclusive of realized
(gains)/losses on:
|
|
|
|
|
|
||
Corporate investments
|
1.3
|
%
|
|
1.3
|
%
|
||
Funds held for clients
|
1.8
|
%
|
|
1.8
|
%
|
||
Total
|
1.6
|
%
|
|
1.7
|
%
|
||
|
|
|
|
||||
Realized gains on available-for-sale securities
|
$
|
(0.4
|
)
|
|
$
|
(0.9
|
)
|
Realized losses on available-for-sale securities
|
0.3
|
|
|
0.9
|
|
||
Net realized gains on available-for-sale securities
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
September 30, 2016
|
|
June 30, 2016
|
||||
Net unrealized pre-tax gains on available-for-sale securities
|
$
|
438.7
|
|
|
$
|
510.2
|
|
|
|
|
|
||||
Total available-for-sale securities at fair value
|
$
|
21,751.0
|
|
|
$
|
21,605.0
|
|
|
|
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
|
|
|
|
|
|||||||||
July 1 to 31, 2016
|
|
2,097
|
|
|
$
|
92.78
|
|
|
—
|
|
|
38,484,415
|
|
|
|
|
|
|
|
|
|
|
|||||
August 1 to 31, 2016
|
|
2,070,000
|
|
|
$
|
89.59
|
|
|
2,070,000
|
|
|
36,414,415
|
|
|
|
|
|
|
|
|
|
|
|||||
September 1 to 30, 2016
|
|
2,403,011
|
|
|
$
|
85.12
|
|
|
1,890,000
|
|
|
34,524,415
|
|
Total
|
|
4,475,108
|
|
|
|
|
|
3,960,000
|
|
|
|
|
Date of Approval
|
Shares
|
August 2014
|
30 million
|
August 2015
|
25 million
|
Exhibit Number
|
Exhibit
|
10.10
|
Automatic Data Processing Inc. Deferred Compensation Plan, as Amended and Restated Effective September 15, 2016 (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:
|
November 3, 2016
|
/s/ Jan Siegmund
Jan Siegmund
|
|
|
|
|
|
Chief Financial Officer
(Title)
|
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:
|
November 3, 2016
|
/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:
|
November 3, 2016
|
/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:
|
November 3, 2016
|
/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:
|
November 3, 2016
|
/s/ Jan Siegmund
|
|
|
Jan Siegmund
|
|
|
Chief Financial Officer
|