[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended June 30, 2017
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 1-5397
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Large accelerated filer [
x
]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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(Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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Emerging growth company [ ]
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Portions of the Registrant's Proxy Statement for its 2017 Annual Meeting of Stockholders.
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Part III
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Page
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Part I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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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.
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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.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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Part IV.
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Item 15.
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Exhibits, Financial Statement Schedules
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Signatures
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•
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Grow a complete suite of cloud-based HCM solutions;
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•
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Grow and scale our market-leading Human Resources (“HR”) Business Process Outsourcing solutions by leveraging our platforms and processes; and
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•
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Leverage our global presence to offer clients HCM solutions where they do business.
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•
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Payroll Services
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•
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Benefits Administration
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•
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Talent Management
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•
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HR Management
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•
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Time and Attendance Management
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•
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Insurance Services
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•
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Retirement Services
|
•
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Tax and Compliance Services
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•
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RUN Powered by ADP® is used by more than 510,000 small businesses in the United States. It combines a software platform for managing small business payroll, HR 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 ADP solutions, such as time and attendance management, workers’ compensation insurance premium payment plans, and certain retirement plans.
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•
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ADP Workforce Now® is a flexible HCM solution used by more than 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.
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•
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ADP Vantage HCM® is a solution for large enterprises in the United States. It offers a comprehensive set of HCM capabilities within a single solution that unifies the five major areas of HCM: HR management, benefits administration, payroll services, time and attendance management, and talent management.
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•
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ADP® GlobalView® HCM is a solution for multinational organizations of all sizes. As an integrated and flexible infrastructure supported by a team of experts, ADP GlobalView HCM allows companies of all sizes – from those with small and mid-sized operations to the largest multinational corporations – to standardize their HCM strategies globally (including payroll, HR, talent, time and labor, and benefits management) and adapt to changing local needs, while helping to drive overall organizational agility and engagement.
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•
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Outside the United States, ADP offers comprehensive HCM solutions on local, country-specific platforms. These suites of services offer various combinations of payroll services, HR management, time and attendance management, talent management and benefits management, depending on the country in which the solution is provided.
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•
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Tax Credits
. ADP helps clients in the United States take advantage of tax credit and incentive opportunities as they hire new employees and expand or relocate their business operations, based on geography, demographics, and other criteria, including work opportunity tax credits, federal empowerment zone employment credits, economic development incentives, and training grants.
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•
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Wage Garnishments
. ADP offers an integrated solution to help our clients manage the wage garnishment process through integration with their payroll systems. In the United States, ADP helps employers process and submit required correspondence and responses to federal and state agencies, courts and third parties.
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•
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Unemployment Claims
. ADP offers
a single-source solution to help manage the entire unemployment claims process in the United States, from pre-separation planning to claim protests to audits.
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•
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Employment Verification.
ADP offers an automated solution to securely verify employment and income such as when an employee applies for a loan, credit card, lease or government assistance.
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•
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Health Compliance.
ADP helps businesses
manage crucial employer-related elements of the Affordable Care Act, including determining offer of coverage eligibility, assessing affordability, and providing a critical regulatory management solution.
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employee recruitment
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•
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payroll and tax administration
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•
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time and attendance management
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•
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benefits administration
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•
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employee training and development
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•
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online HR management tools
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•
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employee leave administration
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•
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group health, dental and vision coverage
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•
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a 401(k) retirement savings plan
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•
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health savings accounts
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•
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flexible spending accounts
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•
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group term life and disability coverage
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•
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an employee assistance program
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•
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a workers’ compensation program
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•
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unemployment claims management
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•
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safety compliance guidance and access to safety training
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•
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access to employment practices liability insurance
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•
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guidance on compliance with U.S. federal, state and local employment laws and regulations
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Price Per Share
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Dividends
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||
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High
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Low
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Per Share
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Fiscal 2017 quarter ended
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|||||
June 30
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$105.68
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$95.50
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$0.570
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March 31
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$104.61
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$93.07
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$0.570
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December 31
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$102.73
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$84.03
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$0.570
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September 30
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$93.82
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$84.75
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$0.530
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Fiscal 2016 quarter ended
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June 30
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$91.87
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$84.36
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$0.530
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March 31
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$90.00
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$76.65
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$0.530
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December 31
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$90.67
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$78.74
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$0.530
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September 30
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$85.21
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$64.29
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$0.490
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Period
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Total Number of Shares Purchased (1)
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of the Publicly Announced Common Stock Repurchase Plan (2)
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Maximum Number of Shares that may yet be Purchased under the Common Stock Repurchase Plan (2)
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April 1, 2017 to
April 30, 2017
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571,842
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$102.72
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570,000
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27,470,048
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May 1, 2017 to
May 31, 2017
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1,200,846
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$99.10
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1,200,000
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26,270,048
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June 1, 2017 to
June 30, 2017
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1,321,843
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$101.87
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1,320,000
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24,950,048
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Total
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3,094,531
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3,090,000
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(1)
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Pursuant to the terms of the Company’s restricted stock program, the Company purchased 4,531 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.
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(2)
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The Company received the Board of Directors' approval to repurchase shares of the Company's common stock as follows:
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Date of Approval
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Shares
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August 2014
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30 million
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August 2015
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25 million
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(a)
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On September 30, 2014, the Company completed the spinoff of its former Dealer Services business into an independent publicly traded company called CDK Global, Inc. The cumulative returns of the Company’s common stock have been adjusted to reflect the spinoff.
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(b)
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We use the S&P 500 Information Technology Index as our Peer Group Index. The S&P 500 Information Technology Index is a broad index that includes the Company and several competitors.
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(Dollars and shares in millions, except per share amounts)
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Years ended June 30,
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2017
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2016
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2015
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2014
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2013
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Total revenues
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$
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12,379.8
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$
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11,667.8
|
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$
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10,938.5
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$
|
10,226.4
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$
|
9,442.0
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Total costs of revenues
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|
$
|
7,269.8
|
|
|
$
|
6,840.3
|
|
|
$
|
6,427.6
|
|
|
$
|
6,041.0
|
|
|
$
|
5,574.1
|
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Earnings from continuing operations before income taxes
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|
$
|
2,531.1
|
|
|
$
|
2,234.7
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$
|
2,070.7
|
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|
$
|
1,879.2
|
|
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$
|
1,710.1
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Net earnings from continuing operations
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|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
|
$
|
1,122.2
|
|
Adjusted earnings from continuing operations before interest and income taxes (A)
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|
$
|
2,447.6
|
|
|
$
|
2,274.2
|
|
|
$
|
2,061.5
|
|
|
$
|
1,870.3
|
|
|
$
|
1,746.5
|
|
Adjusted net earnings from continuing operations (A)
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|
$
|
1,665.0
|
|
|
$
|
1,494.8
|
|
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
|
$
|
1,164.9
|
|
|
|
|
|
|
|
|
|
|
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||||||||||
Basic earnings per share from continuing operations
|
|
$
|
3.87
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|
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$
|
3.27
|
|
|
$
|
2.91
|
|
|
$
|
2.59
|
|
|
$
|
2.32
|
|
Diluted earnings per share from continuing operations
|
|
$
|
3.85
|
|
|
$
|
3.25
|
|
|
$
|
2.89
|
|
|
$
|
2.57
|
|
|
$
|
2.30
|
|
Adjusted diluted earnings per share from continuing operations (A)
|
|
$
|
3.70
|
|
|
$
|
3.26
|
|
|
$
|
2.89
|
|
|
$
|
2.57
|
|
|
$
|
2.39
|
|
Basic weighted average shares outstanding
|
|
447.8
|
|
|
457.0
|
|
|
472.6
|
|
|
478.9
|
|
|
482.7
|
|
|||||
Diluted weighted average shares outstanding
|
|
450.3
|
|
|
459.1
|
|
|
475.8
|
|
|
483.1
|
|
|
487.1
|
|
|||||
Cash dividends declared per share
|
|
$
|
2.24
|
|
|
$
|
2.08
|
|
|
$
|
1.95
|
|
|
$
|
1.88
|
|
|
$
|
1.70
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At year end:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities of continuing operations
|
|
$
|
2,791.2
|
|
|
$
|
3,222.4
|
|
|
$
|
1,694.8
|
|
|
$
|
3,670.3
|
|
|
$
|
1,746.2
|
|
Total assets of continuing operations
|
|
$
|
37,180.0
|
|
|
$
|
43,670.0
|
|
|
$
|
33,110.5
|
|
|
$
|
29,629.6
|
|
|
$
|
30,041.7
|
|
Total assets
|
|
$
|
37,180.0
|
|
|
$
|
43,670.0
|
|
|
$
|
33,110.5
|
|
|
$
|
32,059.8
|
|
|
$
|
32,268.1
|
|
Obligations under reverse repurchase agreements
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
245.9
|
|
Obligations under commercial paper borrowings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,173.0
|
|
|
$
|
—
|
|
Long-term debt
|
|
$
|
2,002.4
|
|
|
$
|
2,007.7
|
|
|
$
|
9.2
|
|
|
$
|
11.5
|
|
|
$
|
14.7
|
|
Stockholders’ equity
|
|
$
|
3,977.0
|
|
|
$
|
4,481.6
|
|
|
$
|
4,808.5
|
|
|
$
|
6,670.2
|
|
|
$
|
6,189.9
|
|
Adjusted Financial Measure
|
U.S. GAAP Measures
|
Adjustments/Explanation
|
Adjusted EBIT
|
Net earnings from continuing operations
|
- Provision for income taxes
- Gains/losses on non-operational transactions such as sales of businesses and assets
- All other interest expense and income
- Certain restructuring charges
See footnotes (a) and (b)
|
Adjusted net earnings from continuing operations
|
Net earnings from continuing operations
|
Pre-tax and tax impacts of:
- Gains/losses on non-operational transactions such as sales of businesses and assets
- Certain restructuring charges
See footnotes (b), (c), and (d)
|
Adjusted provision for income taxes
|
Provision for income taxes
|
Tax impacts of:
- Gains/losses on non-operational transactions such as sales of businesses and assets
- Certain restructuring charges
See footnotes (c) and (d)
|
Adjusted diluted earnings per share from continuing operations
|
Diluted earnings per share
|
EPS impacts of:
- Gains/losses on non-operational transactions such as sales of businesses and assets
- Certain restructuring charges
See footnote (b)
|
Adjusted effective tax rate
|
Effective tax rate
|
See footnote (e)
|
Constant Dollar Basis
|
U.S. GAAP P&L line items
|
See footnote (f)
|
(Dollars and shares in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Years ended June 30,
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
|
$
|
1,122.2
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for income taxes
|
|
797.7
|
|
|
741.3
|
|
|
694.2
|
|
|
636.6
|
|
|
587.9
|
|
|||||
All other interest expense (a)
|
|
59.3
|
|
|
47.9
|
|
|
1.5
|
|
|
1.6
|
|
|
2.3
|
|
|||||
All other interest income (a)
|
|
(22.4
|
)
|
|
(13.6
|
)
|
|
(10.7
|
)
|
|
(10.5
|
)
|
|
(8.6
|
)
|
|||||
Gain on sale of businesses
|
|
(205.4
|
)
|
|
(29.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of building
|
|
—
|
|
|
(13.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Workforce Optimization Effort (b)
|
|
(5.0
|
)
|
|
48.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Service Alignment Initiative (b)
|
|
90.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.7
|
|
|||||
Adjusted EBIT
|
|
$
|
2,447.6
|
|
|
$
|
2,274.2
|
|
|
$
|
2,061.5
|
|
|
$
|
1,870.3
|
|
|
$
|
1,746.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
|
$
|
1,122.2
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of businesses
|
|
(205.4
|
)
|
|
(29.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of building
|
|
—
|
|
|
(13.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Workforce Optimization Effort (b)
|
|
(5.0
|
)
|
|
48.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Service Alignment Initiative (b)
|
|
90.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment charge (g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.7
|
|
|||||
Provision for income taxes on gain on sale of business (c)
|
|
84.0
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Provision for income taxes on gain on sale of building (d)
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Benefit/(Provision) for income taxes for Workforce Optimization Effort (d)
|
|
1.8
|
|
|
(16.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax benefit for Service Alignment Initiative (d)
|
|
(33.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted net earnings from continuing operations
|
|
$
|
1,665.0
|
|
|
$
|
1,494.8
|
|
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
|
$
|
1,164.9
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share from continuing operations
|
|
$
|
3.85
|
|
|
$
|
3.25
|
|
|
$
|
2.89
|
|
|
$
|
2.57
|
|
|
$
|
2.30
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of businesses
|
|
(0.27
|
)
|
|
(0.05
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of building
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Workforce Optimization Effort (b)
|
|
(0.01
|
)
|
|
0.07
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Service Alignment Initiative (b)
|
|
0.12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.09
|
|
|||||
Adjusted diluted earnings per share from continuing operations
|
|
$
|
3.70
|
|
|
$
|
3.26
|
|
|
$
|
2.89
|
|
|
$
|
2.57
|
|
|
$
|
2.39
|
|
•
|
Worldwide new business bookings declined
5%
from the year ended June 30, 2016 ("fiscal 2016") to $1.65 billion for fiscal 2017.
|
•
|
Revenue grew
6%
which includes one percentage point of combined pressure from the sale of our COBRA and CHSA businesses and foreign currency translation.
|
•
|
Pre-tax margin increased approximately
130
basis points to
20.4%
; Adjusted EBIT margin increased
30
basis points to
19.8%
.
|
•
|
Net earnings from continuing operations increased
16%
; Adjusted net earnings from continuing operations grew
11%
.
|
•
|
Diluted earnings per share from continuing operations increased
18%
to
$3.85
. Adjusted diluted earnings per share from continuing operations increased
13%
to
$3.70
.
|
•
|
We continued our shareholder friendly actions by returning
$1.3 billion
via share repurchases, and approximately
$1 billion
via dividends, which increased on a per-share basis for the 42
nd
consecutive year. We have fully distributed the proceeds from our fiscal 2016 debt issuance.
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||||||||
|
|
June 30,
|
|
As Reported
|
|
Constant Dollar Basis
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues from continuing operations
|
|
$
|
12,379.8
|
|
|
$
|
11,667.8
|
|
|
$
|
10,938.5
|
|
|
6
|
%
|
|
7
|
%
|
|
6
|
%
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
6,416.1
|
|
|
6,025.0
|
|
|
5,625.3
|
|
|
6
|
%
|
|
7
|
%
|
|
7
|
%
|
|
9
|
%
|
|||
Systems development and programming costs
|
|
627.5
|
|
|
603.7
|
|
|
595.4
|
|
|
4
|
%
|
|
1
|
%
|
|
4
|
%
|
|
4
|
%
|
|||
Depreciation and amortization
|
|
226.2
|
|
|
211.6
|
|
|
206.9
|
|
|
7
|
%
|
|
2
|
%
|
|
7
|
%
|
|
5
|
%
|
|||
Total costs of revenues
|
|
7,269.8
|
|
|
6,840.3
|
|
|
6,427.6
|
|
|
6
|
%
|
|
6
|
%
|
|
7
|
%
|
|
8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative costs
|
|
2,783.2
|
|
|
2,637.0
|
|
|
2,496.9
|
|
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
|
7
|
%
|
|||
Interest expense
|
|
80.0
|
|
|
56.2
|
|
|
6.5
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|||
Total expenses
|
|
10,133.0
|
|
|
9,533.5
|
|
|
8,931.0
|
|
|
6
|
%
|
|
7
|
%
|
|
7
|
%
|
|
8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income, net
|
|
(284.3
|
)
|
|
(100.4
|
)
|
|
(63.2
|
)
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations before income taxes
|
|
$
|
2,531.1
|
|
|
$
|
2,234.7
|
|
|
$
|
2,070.7
|
|
|
13
|
%
|
|
8
|
%
|
|
13
|
%
|
|
9
|
%
|
Margin
|
|
20.4
|
%
|
|
19.2
|
%
|
|
18.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for income taxes
|
|
$
|
797.7
|
|
|
$
|
741.3
|
|
|
$
|
694.2
|
|
|
8
|
%
|
|
7
|
%
|
|
7
|
%
|
|
8
|
%
|
Effective tax rate
|
|
31.5
|
%
|
|
33.2
|
%
|
|
33.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
$
|
1,376.5
|
|
|
16
|
%
|
|
8
|
%
|
|
16
|
%
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share ("EPS") from continuing operations
|
|
$
|
3.85
|
|
|
$
|
3.25
|
|
|
$
|
2.89
|
|
|
18
|
%
|
|
12
|
%
|
|
18
|
%
|
|
13
|
%
|
Adjusted Financial Measure
|
U.S. GAAP Measures
|
Adjustments/Explanation
|
Adjusted EBIT
|
Net earnings from continuing operations
|
- Provision for income taxes
- Gains/losses on non-operational transactions such as sales of businesses and assets - All other interest expense and income - Certain restructuring charges See footnotes (a) and (b) |
Adjusted net earnings from continuing operations
|
Net earnings from continuing operations
|
Pre-tax and tax impacts of:
- Gains/losses on non-operational transactions such as sales of businesses and assets - Certain restructuring charges See footnotes (b), (c), and (d) |
Adjusted provision for income taxes
|
Provision for income taxes
|
Tax impacts of:
- Gains/losses on non-operational transactions such as sales of businesses and assets - Certain restructuring charges See footnotes (c) and (d) |
Adjusted diluted earnings per share from continuing operations
|
Diluted earnings per share
|
EPS impacts of:
- Gains/losses on non-operational transactions such as sales of businesses and assets - Certain restructuring charges See footnote (b) |
Adjusted effective tax rate
|
Effective tax rate
|
See footnote (e)
|
Constant Dollar Basis
|
U.S. GAAP P&L line items
|
See footnote (f)
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||||||||
|
|
June 30,
|
|
As Reported
|
|
Constant Dollar Basis (f)
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
$
|
1,376.5
|
|
|
16
|
%
|
|
8
|
%
|
|
16
|
%
|
|
10
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for income taxes
|
|
797.7
|
|
|
741.3
|
|
|
694.2
|
|
|
|
|
|
|
|
|
|
|||||||
All other interest expense (a)
|
|
59.3
|
|
|
47.9
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|||||||
All other interest income (a)
|
|
(22.4
|
)
|
|
(13.6
|
)
|
|
(10.7
|
)
|
|
|
|
|
|
|
|
|
|||||||
Gain on sale of businesses
|
|
(205.4
|
)
|
|
(29.1
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Gain on sale of building
|
|
—
|
|
|
(13.9
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Workforce Optimization Effort (b)
|
|
(5.0
|
)
|
|
48.2
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Service Alignment Initiative (b)
|
|
90.0
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBIT
|
|
$
|
2,447.6
|
|
|
$
|
2,274.2
|
|
|
$
|
2,061.5
|
|
|
8
|
%
|
|
10
|
%
|
|
7
|
%
|
|
11
|
%
|
Adjusted EBIT Margin
|
|
19.8
|
%
|
|
19.5
|
%
|
|
18.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for income taxes
|
|
$
|
797.7
|
|
|
$
|
741.3
|
|
|
$
|
694.2
|
|
|
8
|
%
|
|
7
|
%
|
|
7
|
%
|
|
8
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of businesses (c)
|
|
(84.0
|
)
|
|
(7.3
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Gain on sale of building (d)
|
|
—
|
|
|
(5.3
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Workforce Optimization Effort (d)
|
|
(1.8
|
)
|
|
16.4
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Service Alignment Initiative (d)
|
|
33.8
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted provision for income taxes
|
|
$
|
745.7
|
|
|
$
|
745.1
|
|
|
$
|
694.2
|
|
|
—
|
%
|
|
7
|
%
|
|
—
|
%
|
|
8
|
%
|
Adjusted effective tax rate (e)
|
|
30.9
|
%
|
|
33.3
|
%
|
|
33.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
$
|
1,376.5
|
|
|
16
|
%
|
|
8
|
%
|
|
16
|
%
|
|
10
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of businesses
|
|
(205.4
|
)
|
|
(29.1
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Gain on sale of building
|
|
—
|
|
|
(13.9
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Workforce Optimization Effort (b)
|
|
(5.0
|
)
|
|
48.2
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Service Alignment Initiative (b)
|
|
90.0
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Provision for income taxes on gain on sale of business (c)
|
|
84.0
|
|
|
7.3
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Provision for income taxes on gain on sale of building (d)
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Benefit/(Provision) for income taxes for Workforce Optimization Effort (d)
|
|
1.8
|
|
|
(16.4
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Income tax benefit for Service Alignment Initiative (d)
|
|
(33.8
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted net earnings from continuing operations
|
|
$
|
1,665.0
|
|
|
$
|
1,494.8
|
|
|
$
|
1,376.5
|
|
|
11
|
%
|
|
9
|
%
|
|
11
|
%
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share from continuing operations
|
|
$
|
3.85
|
|
|
$
|
3.25
|
|
|
$
|
2.89
|
|
|
18
|
%
|
|
12
|
%
|
|
18
|
%
|
|
13
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of businesses
|
|
(0.27
|
)
|
|
(0.05
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Gain on sale of building
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Workforce Optimization Effort (b)
|
|
(0.01
|
)
|
|
0.07
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Service Alignment Initiative (b)
|
|
0.12
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted diluted earnings per share from continuing operations
|
|
$
|
3.70
|
|
|
$
|
3.26
|
|
|
$
|
2.89
|
|
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
|
14
|
%
|
(In millions)
|
|
|
|
|
|
|
||||||
Years ended June 30,
|
|
2017
|
|
2016
|
|
$ Change
|
||||||
Interest income on corporate funds
|
|
$
|
(76.7
|
)
|
|
$
|
(62.4
|
)
|
|
$
|
14.3
|
|
Realized gains on available-for-sale securities
|
|
(5.3
|
)
|
|
(5.1
|
)
|
|
0.2
|
|
|||
Realized losses on available-for-sale securities
|
|
3.1
|
|
|
10.1
|
|
|
7.0
|
|
|||
Gain on sale of businesses (see Note 3 of the Consolidated Financial Statements)
|
|
(205.4
|
)
|
|
(29.1
|
)
|
|
176.3
|
|
|||
Gain on sale of building
|
|
—
|
|
|
(13.9
|
)
|
|
(13.9
|
)
|
|||
Other income, net
|
|
$
|
(284.3
|
)
|
|
$
|
(100.4
|
)
|
|
$
|
183.9
|
|
(In millions)
|
|
|
|
|
|
|
||||||
Years ended June 30,
|
|
2016
|
|
2015
|
|
$ Change
|
||||||
Interest income on corporate funds
|
|
$
|
(62.4
|
)
|
|
$
|
(56.9
|
)
|
|
$
|
5.5
|
|
Realized gains on available-for-sale securities
|
|
(5.1
|
)
|
|
(6.8
|
)
|
|
(1.7
|
)
|
|||
Realized losses on available-for-sale securities
|
|
10.1
|
|
|
1.9
|
|
|
(8.2
|
)
|
|||
Gain on sale of notes receivable
|
|
—
|
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|||
Gain on sale of AMD
|
|
(29.1
|
)
|
|
—
|
|
|
29.1
|
|
|||
Gain on sale of building
|
|
(13.9
|
)
|
|
—
|
|
|
13.9
|
|
|||
Other income, net
|
|
$
|
(100.4
|
)
|
|
$
|
(63.2
|
)
|
|
$
|
37.2
|
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||||||||
|
|
June 30,
|
|
As Reported
|
|
Constant Dollar Basis
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||
Employer Services
|
|
$
|
9,535.2
|
|
|
$
|
9,211.9
|
|
|
$
|
8,815.1
|
|
|
4
|
%
|
|
5
|
%
|
|
4
|
%
|
|
6
|
%
|
PEO Services
|
|
3,483.6
|
|
|
3,073.1
|
|
|
2,647.2
|
|
|
13
|
%
|
|
16
|
%
|
|
13
|
%
|
|
16
|
%
|
|||
Other
|
|
(10.6
|
)
|
|
1.9
|
|
|
69.8
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|||
Reconciling item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Client fund interest
|
|
(628.4
|
)
|
|
(619.1
|
)
|
|
(593.6
|
)
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|||
|
|
$
|
12,379.8
|
|
|
$
|
11,667.8
|
|
|
$
|
10,938.5
|
|
|
6
|
%
|
|
7
|
%
|
|
6
|
%
|
|
8
|
%
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||||||||
|
|
June 30,
|
|
As Reported
|
|
Constant Dollar Basis
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||
Employer Services
|
|
$
|
2,921.3
|
|
|
$
|
2,800.4
|
|
|
$
|
2,595.4
|
|
|
4
|
%
|
|
8
|
%
|
|
4
|
%
|
|
9
|
%
|
PEO Services
|
|
448.6
|
|
|
371.2
|
|
|
301.8
|
|
|
21
|
%
|
|
23
|
%
|
|
21
|
%
|
|
23
|
%
|
|||
Other
|
|
(210.4
|
)
|
|
(317.8
|
)
|
|
(232.9
|
)
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|||
Reconciling item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Client fund interest
|
|
(628.4
|
)
|
|
(619.1
|
)
|
|
(593.6
|
)
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|||
|
|
$
|
2,531.1
|
|
|
$
|
2,234.7
|
|
|
$
|
2,070.7
|
|
|
13
|
%
|
|
8
|
%
|
|
13
|
%
|
|
9
|
%
|
(In millions)
|
|
Years ended June 30,
|
|
$ Change
|
||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
2,125.9
|
|
|
$
|
1,897.3
|
|
|
$
|
1,974.0
|
|
|
$
|
228.6
|
|
|
$
|
(76.7
|
)
|
Investing activities
|
|
5,730.4
|
|
|
(9,087.2
|
)
|
|
(3,760.3
|
)
|
|
14,817.6
|
|
|
(5,326.9
|
)
|
|||||
Financing activities
|
|
(8,281.7
|
)
|
|
8,752.7
|
|
|
1,548.3
|
|
|
(17,034.4
|
)
|
|
7,204.4
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
14.7
|
|
|
(11.0
|
)
|
|
(106.3
|
)
|
|
25.7
|
|
|
95.3
|
|
|||||
Net change in cash and cash equivalents
|
|
$
|
(410.7
|
)
|
|
$
|
1,551.8
|
|
|
$
|
(344.3
|
)
|
|
$
|
(1,962.5
|
)
|
|
$
|
1,896.1
|
|
(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)
|
|
$
|
63.6
|
|
|
$
|
116.8
|
|
|
$
|
1,081.5
|
|
|
$
|
1,124.1
|
|
|
$
|
—
|
|
|
$
|
2,386.0
|
|
Operating Lease Obligations (2)
|
|
$
|
105.4
|
|
|
$
|
170.7
|
|
|
$
|
87.1
|
|
|
$
|
110.5
|
|
|
$
|
—
|
|
|
$
|
473.7
|
|
Purchase Obligations (3)
|
|
$
|
368.7
|
|
|
$
|
225.5
|
|
|
$
|
50.5
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
644.9
|
|
Obligations Related to Unrecognized
Tax Benefits (4)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74.6
|
|
|
$
|
74.6
|
|
Other Long-Term Liabilities Reflected
on our Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation and Benefits (5)
|
|
$
|
3.8
|
|
|
$
|
250.1
|
|
|
$
|
123.1
|
|
|
$
|
273.0
|
|
|
$
|
93.7
|
|
|
$
|
743.7
|
|
Acquisition-related obligations (6)
|
|
$
|
2.6
|
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.7
|
|
Total
|
|
$
|
544.1
|
|
|
$
|
771.2
|
|
|
$
|
1,342.2
|
|
|
$
|
1,507.8
|
|
|
$
|
168.3
|
|
|
$
|
4,333.6
|
|
(1)
|
These amounts represent the principal and interest payments of our debt.
|
(2)
|
Included in these amounts are various facilities and equipment leases. We enter into operating leases in the normal course of business relating to facilities and equipment. 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
$235.0 million
reinsurance premium with Chubb for the fiscal
2018
policy year, as well as obligations related to software subscription licenses and purchase and maintenance agreements on our software, equipment, and other assets.
|
(4)
|
We are unable to make reasonably reliable estimates as to the period in which cash payments related to unrecognized tax benefits are expected to be paid.
|
(5)
|
Compensation and benefits primarily relates to amounts associated with our employee benefit plans and other compensation arrangements. These amounts exclude the estimated contributions to our defined benefit plans, which are expected to be
$9.5 million
in fiscal
2018
.
|
(6)
|
Acquisition-related obligations relate to contingent consideration for a business acquisition for which the amount of contingent consideration was determinable at the date of acquisition and therefore included on the Consolidated Balance Sheet as a liability.
|
As of June 30:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||
Net unrealized pre-tax gains on available-for-sale securities
|
|
$
|
102.5
|
|
|
$
|
510.2
|
|
|
$
|
216.5
|
|
|
|
|
|
|
|
|
||||||
Total available-for-sale securities at fair value
|
|
$
|
21,901.1
|
|
|
$
|
21,605.0
|
|
|
$
|
20,873.8
|
|
/s/ Deloitte & Touche LLP
|
Years ended June 30,
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Revenues, other than interest on funds held
for clients and PEO revenues
|
|
$
|
8,518.1
|
|
|
$
|
8,234.0
|
|
|
$
|
7,928.3
|
|
Interest on funds held for clients
|
|
397.4
|
|
|
377.3
|
|
|
377.7
|
|
|||
PEO revenues (A)
|
|
3,464.3
|
|
|
3,056.5
|
|
|
2,632.5
|
|
|||
TOTAL REVENUES
|
|
12,379.8
|
|
|
11,667.8
|
|
|
10,938.5
|
|
|||
|
|
|
|
|
|
|
||||||
EXPENSES:
|
|
|
|
|
|
|
|
|
||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
||||
Operating expenses
|
|
6,416.1
|
|
|
6,025.0
|
|
|
5,625.3
|
|
|||
Systems development and programming costs
|
|
627.5
|
|
|
603.7
|
|
|
595.4
|
|
|||
Depreciation and amortization
|
|
226.2
|
|
|
211.6
|
|
|
206.9
|
|
|||
TOTAL COSTS OF REVENUES
|
|
7,269.8
|
|
|
6,840.3
|
|
|
6,427.6
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general, and administrative expenses
|
|
2,783.2
|
|
|
2,637.0
|
|
|
2,496.9
|
|
|||
Interest expense
|
|
80.0
|
|
|
56.2
|
|
|
6.5
|
|
|||
TOTAL EXPENSES
|
|
10,133.0
|
|
|
9,533.5
|
|
|
8,931.0
|
|
|||
|
|
|
|
|
|
|
||||||
Other income, net
|
|
(284.3
|
)
|
|
(100.4
|
)
|
|
(63.2
|
)
|
|||
|
|
|
|
|
|
|
||||||
EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES
|
|
2,531.1
|
|
|
2,234.7
|
|
|
2,070.7
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
797.7
|
|
|
741.3
|
|
|
694.2
|
|
|||
NET EARNINGS FROM CONTINUING OPERATIONS
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
$
|
1,376.5
|
|
|
|
|
|
|
|
|
||||||
(LOSSES)/EARNINGS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES
|
|
—
|
|
|
(1.4
|
)
|
|
171.5
|
|
|||
(Benefit)/provision for income taxes
|
|
—
|
|
|
(0.5
|
)
|
|
95.5
|
|
|||
NET (LOSS)/EARNINGS FROM DISCONTINUED OPERATIONS
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
76.0
|
|
|
|
|
|
|
|
|
||||||
NET EARNINGS
|
|
$
|
1,733.4
|
|
|
$
|
1,492.5
|
|
|
$
|
1,452.5
|
|
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share from Continuing Operations
|
|
$
|
3.87
|
|
|
$
|
3.27
|
|
|
$
|
2.91
|
|
Basic Earnings Per Share from Discontinued Operations
|
|
—
|
|
|
—
|
|
|
0.16
|
|
|||
BASIC EARNINGS PER SHARE
|
|
$
|
3.87
|
|
|
$
|
3.27
|
|
|
$
|
3.07
|
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share from Continuing Operations
|
|
$
|
3.85
|
|
|
$
|
3.25
|
|
|
$
|
2.89
|
|
Diluted Earnings Per Share from Discontinued Operations
|
|
—
|
|
|
—
|
|
|
0.16
|
|
|||
DILUTED EARNINGS PER SHARE
|
|
$
|
3.85
|
|
|
$
|
3.25
|
|
|
$
|
3.05
|
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
|
447.8
|
|
|
457.0
|
|
|
472.6
|
|
|||
Diluted weighted average shares outstanding
|
|
450.3
|
|
|
459.1
|
|
|
475.8
|
|
Years ended June 30,
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,733.4
|
|
|
$
|
1,492.5
|
|
|
$
|
1,452.5
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Currency translation adjustments
|
|
23.0
|
|
|
(25.5
|
)
|
|
(239.6
|
)
|
|||
|
|
|
|
|
|
|
||||||
Unrealized net (losses)/gains on available-for-sale securities
|
|
(405.7
|
)
|
|
288.8
|
|
|
(103.0
|
)
|
|||
Tax effect
|
|
141.6
|
|
|
(102.2
|
)
|
|
38.6
|
|
|||
Reclassification of net (gains)/losses on available-for-sale securities to net earnings
|
|
(2.2
|
)
|
|
5.0
|
|
|
(4.9
|
)
|
|||
Tax effect
|
|
0.8
|
|
|
(1.7
|
)
|
|
1.6
|
|
|||
|
|
|
|
|
|
|
||||||
Pension net gains/(losses) arising during the period
|
|
109.6
|
|
|
(199.4
|
)
|
|
(87.4
|
)
|
|||
Tax effect
|
|
(43.6
|
)
|
|
72.9
|
|
|
32.7
|
|
|||
Reclassification of pension liability adjustment to net earnings
|
|
20.6
|
|
|
12.0
|
|
|
17.9
|
|
|||
Tax effect
|
|
(8.2
|
)
|
|
(4.4
|
)
|
|
(6.5
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive (loss)/income, net of tax
|
|
(164.1
|
)
|
|
45.5
|
|
|
(350.6
|
)
|
|||
Comprehensive income
|
|
$
|
1,569.3
|
|
|
$
|
1,538.0
|
|
|
$
|
1,101.9
|
|
June 30,
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,780.4
|
|
|
$
|
3,191.1
|
|
Accounts receivable, net of allowance for doubtful accounts of $49.6 and $38.1, respectively
|
|
1,703.6
|
|
|
1,742.8
|
|
||
Other current assets
|
|
883.2
|
|
|
725.3
|
|
||
Total current assets before funds held for clients
|
|
5,367.2
|
|
|
5,659.2
|
|
||
Funds held for clients
|
|
27,291.5
|
|
|
33,841.2
|
|
||
Total current assets
|
|
32,658.7
|
|
|
39,500.4
|
|
||
Long-term receivables, net of allowance for doubtful accounts of $0.8 and $0.5, respectively
|
|
28.0
|
|
|
27.1
|
|
||
Property, plant and equipment, net
|
|
779.9
|
|
|
685.0
|
|
||
Other assets
|
|
1,352.2
|
|
|
1,241.3
|
|
||
Goodwill
|
|
1,741.0
|
|
|
1,682.0
|
|
||
Intangible assets, net
|
|
620.2
|
|
|
534.2
|
|
||
Total assets
|
|
$
|
37,180.0
|
|
|
$
|
43,670.0
|
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
149.7
|
|
|
$
|
152.3
|
|
Accrued expenses and other current liabilities
|
|
1,381.9
|
|
|
1,246.8
|
|
||
Accrued payroll and payroll-related expenses
|
|
562.5
|
|
|
616.7
|
|
||
Dividends payable
|
|
250.5
|
|
|
238.4
|
|
||
Short-term deferred revenues
|
|
232.9
|
|
|
233.2
|
|
||
Income taxes payable
|
|
49.0
|
|
|
28.2
|
|
||
Total current liabilities before client funds obligations
|
|
2,626.5
|
|
|
2,515.6
|
|
||
Client funds obligations
|
|
27,189.4
|
|
|
33,331.8
|
|
||
Total current liabilities
|
|
29,815.9
|
|
|
35,847.4
|
|
||
Long-term debt
|
|
2,002.4
|
|
|
2,007.7
|
|
||
Other liabilities
|
|
830.2
|
|
|
701.1
|
|
||
Deferred income taxes
|
|
163.1
|
|
|
251.1
|
|
||
Long-term deferred revenues
|
|
391.4
|
|
|
381.1
|
|
||
Total liabilities
|
|
33,203.0
|
|
|
39,188.4
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (Note 13)
|
|
|
|
|
||||
|
|
|
|
|
||||
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, 2017
and 2016, outstanding, 445.0 and 455.7 shares at June 30, 2017 and 2016, respectively
|
|
63.9
|
|
|
63.9
|
|
||
Capital in excess of par value
|
|
867.8
|
|
|
768.1
|
|
||
Retained earnings
|
|
14,728.2
|
|
|
14,003.3
|
|
||
Treasury stock - at cost: 193.7 and 183.0 shares at June 30, 2017 and June 30, 2016, respectively
|
|
(11,303.7
|
)
|
|
(10,138.6
|
)
|
||
Accumulated other comprehensive loss
|
|
(379.2
|
)
|
|
(215.1
|
)
|
||
Total stockholders’ equity
|
|
3,977.0
|
|
|
4,481.6
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
37,180.0
|
|
|
$
|
43,670.0
|
|
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
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 (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,492.5
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45.5
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
117.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuances relating to stock compensation plans
|
|
—
|
|
|
—
|
|
|
(47.5
|
)
|
|
—
|
|
|
182.5
|
|
|
—
|
|
|||||
Tax benefits from stock compensation plans
|
|
—
|
|
|
—
|
|
|
35.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Treasury stock acquired (13.8 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,202.7
|
)
|
|
—
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|||||
Dividends ($2.08 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(955.7
|
)
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2016
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
768.1
|
|
|
$
|
14,003.3
|
|
|
$
|
(10,138.6
|
)
|
|
$
|
(215.1
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,733.4
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(164.1
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
115.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuances relating to stock compensation plans
|
|
—
|
|
|
—
|
|
|
(15.8
|
)
|
|
—
|
|
|
169.2
|
|
|
—
|
|
|||||
Treasury stock acquired (13.5 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,334.3
|
)
|
|
—
|
|
|||||
Dividends ($2.24 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,008.5
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance at June 30, 2017
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
867.8
|
|
|
$
|
14,728.2
|
|
|
$
|
(11,303.7
|
)
|
|
$
|
(379.2
|
)
|
Years ended June 30,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,733.4
|
|
|
$
|
1,492.5
|
|
|
$
|
1,452.5
|
|
Adjustments to reconcile net earnings to cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
316.1
|
|
|
288.6
|
|
|
277.9
|
|
|||
Deferred income taxes
|
|
10.0
|
|
|
0.7
|
|
|
(15.3
|
)
|
|||
Stock-based compensation expense
|
|
138.9
|
|
|
137.6
|
|
|
143.2
|
|
|||
Net pension expense
|
|
24.2
|
|
|
17.7
|
|
|
17.6
|
|
|||
Net amortization of premiums and accretion of discounts on available-for-sale securities
|
|
85.9
|
|
|
94.1
|
|
|
100.3
|
|
|||
Gain on sale of building
|
|
—
|
|
|
(13.9
|
)
|
|
—
|
|
|||
Gain on sale of divested businesses, net of tax
|
|
(121.4
|
)
|
|
(21.8
|
)
|
|
(78.4
|
)
|
|||
Other
|
|
37.1
|
|
|
30.7
|
|
|
1.8
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses:
|
|
|
|
|
|
|
|
|
||||
Decrease/(increase) in accounts receivable
|
|
23.4
|
|
|
(224.6
|
)
|
|
(175.1
|
)
|
|||
Increase in other assets
|
|
(269.1
|
)
|
|
(108.9
|
)
|
|
(109.1
|
)
|
|||
(Decrease)/Increase in accounts payable
|
|
(11.6
|
)
|
|
(15.9
|
)
|
|
13.1
|
|
|||
Increase in accrued expenses and other liabilities
|
|
159.0
|
|
|
220.5
|
|
|
122.1
|
|
|||
Proceeds from the sale of notes receivable
|
|
—
|
|
|
—
|
|
|
226.7
|
|
|||
Operating activities of discontinued operations
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|||
Net cash flows provided by operating activities
|
|
2,125.9
|
|
|
1,897.3
|
|
|
1,974.0
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
||||
Purchases of corporate and client funds marketable securities
|
|
(4,382.8
|
)
|
|
(5,876.3
|
)
|
|
(5,047.6
|
)
|
|||
Proceeds from the sales and maturities of corporate and client funds marketable securities
|
|
3,593.6
|
|
|
5,215.4
|
|
|
3,841.0
|
|
|||
Net decrease/(increase) in restricted cash and cash equivalents held to satisfy client funds obligations
|
|
6,843.6
|
|
|
(8,218.2
|
)
|
|
(2,960.6
|
)
|
|||
Capital expenditures
|
|
(240.2
|
)
|
|
(168.5
|
)
|
|
(158.8
|
)
|
|||
Additions to intangibles
|
|
(230.4
|
)
|
|
(217.5
|
)
|
|
(176.7
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
|
(87.4
|
)
|
|
—
|
|
|
(8.1
|
)
|
|||
Proceeds from the sale of property, plant, and equipment and other assets
|
|
—
|
|
|
15.7
|
|
|
23.6
|
|
|||
Dividend received from CDK Global, Inc.
|
|
—
|
|
|
—
|
|
|
825.0
|
|
|||
Cash retained by CDK Global, Inc.
|
|
—
|
|
|
—
|
|
|
(180.0
|
)
|
|||
Proceeds from the sale of divested businesses
|
|
234.0
|
|
|
162.2
|
|
|
98.6
|
|
|||
Investing activities of discontinued operations
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
|||
Net cash flows provided by/(used in) investing activities
|
|
5,730.4
|
|
|
(9,087.2
|
)
|
|
(3,760.3
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
||||
Net (decrease)/increase in client funds obligations
|
|
(6,120.6
|
)
|
|
8,803.3
|
|
|
6,074.4
|
|
|||
Proceeds from debt issuance
|
|
—
|
|
|
1,998.3
|
|
|
—
|
|
|||
Payments of debt
|
|
(2.0
|
)
|
|
(1.5
|
)
|
|
(2.3
|
)
|
|||
Repurchases of common stock
|
|
(1,259.6
|
)
|
|
(1,155.7
|
)
|
|
(1,557.2
|
)
|
|||
Proceeds from stock purchase plan and exercises of stock options
|
|
95.7
|
|
|
75.3
|
|
|
109.1
|
|
|||
Dividends paid
|
|
(995.2
|
)
|
|
(943.6
|
)
|
|
(927.6
|
)
|
|||
Net repayments from issuance of commercial paper
|
|
—
|
|
|
—
|
|
|
(2,173.0
|
)
|
|||
Other
|
|
—
|
|
|
(23.4
|
)
|
|
23.4
|
|
|||
Financing activities of discontinued operations
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||
Net cash flows (used in)/provided by financing activities
|
|
(8,281.7
|
)
|
|
8,752.7
|
|
|
1,548.3
|
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
14.7
|
|
|
(11.0
|
)
|
|
(106.3
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
|
(410.7
|
)
|
|
1,551.8
|
|
|
(344.3
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents, beginning of period
|
|
3,191.1
|
|
|
1,639.3
|
|
|
1,983.6
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
2,780.4
|
|
|
$
|
3,191.1
|
|
|
$
|
1,639.3
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
78.1
|
|
|
$
|
37.5
|
|
|
$
|
5.7
|
|
Cash paid for income taxes, net of income tax refunds
|
|
$
|
817.1
|
|
|
$
|
651.6
|
|
|
$
|
773.3
|
|
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
|
||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,733.4
|
|
|
|
|
|
|
|
|
$
|
1,733.4
|
|
Weighted average shares (in millions)
|
|
447.8
|
|
|
0.9
|
|
|
1.6
|
|
|
450.3
|
|
||
EPS from continuing operations
|
|
$
|
3.87
|
|
|
|
|
|
|
|
|
$
|
3.85
|
|
|
|
|
|
|
|
|
|
|
||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,493.4
|
|
|
|
|
|
|
|
|
$
|
1,493.4
|
|
Weighted average shares (in millions)
|
|
457.0
|
|
|
0.8
|
|
|
1.3
|
|
|
459.1
|
|
||
EPS from continuing operations
|
|
$
|
3.27
|
|
|
|
|
|
|
|
|
$
|
3.25
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
Years ended June 30,
|
|
2016
|
|
2015
|
||||
Revenues
|
|
$
|
—
|
|
|
$
|
538.8
|
|
|
|
|
|
|
||||
Earnings from discontinued operations before income taxes
|
|
—
|
|
|
69.2
|
|
||
Provision for income taxes
|
|
—
|
|
|
71.6
|
|
||
Net loss from discontinued operations before gain on disposal of
discontinued operations
|
|
—
|
|
|
(2.4
|
)
|
||
|
|
|
|
|
||||
Gain on disposal of discontinued operations, less costs to sell
|
|
(1.4
|
)
|
|
102.3
|
|
||
(Benefit) / provision for income taxes
|
|
(0.5
|
)
|
|
23.9
|
|
||
Net gain on disposal of discontinued operations
|
|
(0.9
|
)
|
|
78.4
|
|
||
|
|
|
|
|
||||
Net (loss) / earnings from discontinued operations
|
|
$
|
(0.9
|
)
|
|
$
|
76.0
|
|
|
|
Year Ended
|
|
Cumulative amount from inception through
|
||||
|
|
June 30,
|
|
June 30,
|
||||
|
|
2017
|
|
2017
|
||||
Employee separation benefits (a)
|
|
$
|
84.1
|
|
|
$
|
84.1
|
|
Other initiative costs (b)
|
|
5.9
|
|
|
5.9
|
|
||
Total (c)
|
|
$
|
90.0
|
|
|
$
|
90.0
|
|
|
Employee
separation benefits
|
|
Other initiative costs
|
|
Total
|
||||||
Balance at June 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charged to expense
|
85.6
|
|
|
5.9
|
|
|
91.5
|
|
|||
Reversals
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||
Cash payments
|
(10.2
|
)
|
|
(3.4
|
)
|
|
(13.6
|
)
|
|||
Non-cash utilization
|
—
|
|
|
(2.0
|
)
|
|
(2.0
|
)
|
|||
Balance at June 30, 2017
|
$
|
73.9
|
|
|
$
|
0.5
|
|
|
$
|
74.4
|
|
Years ended June 30,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income on corporate funds
|
|
$
|
(76.7
|
)
|
|
$
|
(62.4
|
)
|
|
$
|
(56.9
|
)
|
Realized gains on available-for-sale securities
|
|
(5.3
|
)
|
|
(5.1
|
)
|
|
(6.8
|
)
|
|||
Realized losses on available-for-sale securities
|
|
3.1
|
|
|
10.1
|
|
|
1.9
|
|
|||
Gain on sale of notes receivable
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||
Gain on sale of businesses (see Note 3)
|
|
(205.4
|
)
|
|
(29.1
|
)
|
|
—
|
|
|||
Gain on sale of building
|
|
—
|
|
|
(13.9
|
)
|
|
—
|
|
|||
Other income, net
|
|
$
|
(284.3
|
)
|
|
$
|
(100.4
|
)
|
|
$
|
(63.2
|
)
|
|
June 30, 2017
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (A)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
||||||||
Money market securities and other cash equivalents
|
$
|
8,181.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,181.6
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
9,325.3
|
|
|
98.8
|
|
|
(22.0
|
)
|
|
9,402.1
|
|
||||
U.S. government agency securities
|
3,557.7
|
|
|
22.2
|
|
|
(13.4
|
)
|
|
3,566.5
|
|
||||
Asset-backed securities
|
4,453.1
|
|
|
16.9
|
|
|
(8.6
|
)
|
|
4,461.4
|
|
||||
Canadian government securities and
Canadian government agency securities |
1,053.6
|
|
|
2.9
|
|
|
(11.4
|
)
|
|
1,045.1
|
|
||||
Canadian provincial bonds
|
746.9
|
|
|
14.3
|
|
|
(1.4
|
)
|
|
759.8
|
|
||||
U.S. Treasury securities
|
1,585.9
|
|
|
2.6
|
|
|
(14.3
|
)
|
|
1,574.2
|
|
||||
Municipal bonds
|
582.5
|
|
|
11.3
|
|
|
(1.3
|
)
|
|
592.5
|
|
||||
Other securities
|
493.6
|
|
|
7.3
|
|
|
(1.4
|
)
|
|
499.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total available-for-sale securities
|
21,798.6
|
|
|
176.3
|
|
|
(73.8
|
)
|
|
21,901.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total corporate investments and funds held for clients
|
$
|
29,980.2
|
|
|
$
|
176.3
|
|
|
$
|
(73.8
|
)
|
|
$
|
30,082.7
|
|
|
June 30, 2016
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (B)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market securities 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 securities and
Canadian government agency securities |
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
|
|
|
June 30, 2017
|
||||||||||||||||||||||
|
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
|
$
|
(22.0
|
)
|
|
$
|
2,619.9
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
(22.0
|
)
|
|
$
|
2,627.3
|
|
U.S. government agency securities
|
(13.4
|
)
|
|
1,935.3
|
|
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
|
1,935.3
|
|
||||||
Asset-backed securities
|
(8.5
|
)
|
|
1,916.1
|
|
|
(0.1
|
)
|
|
11.3
|
|
|
(8.6
|
)
|
|
1,927.4
|
|
||||||
Canadian government securities and
Canadian government agency securities |
(11.4
|
)
|
|
699.6
|
|
|
—
|
|
|
—
|
|
|
(11.4
|
)
|
|
699.6
|
|
||||||
Canadian provincial bonds
|
(1.4
|
)
|
|
179.8
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
179.8
|
|
||||||
U.S. Treasury securities
|
(14.3
|
)
|
|
1,317.8
|
|
|
—
|
|
|
1.0
|
|
|
(14.3
|
)
|
|
1,318.8
|
|
||||||
Municipal bonds
|
(1.2
|
)
|
|
98.8
|
|
|
(0.1
|
)
|
|
1.2
|
|
|
(1.3
|
)
|
|
100.0
|
|
||||||
Other securities
|
(1.3
|
)
|
|
148.0
|
|
|
(0.1
|
)
|
|
8.9
|
|
|
(1.4
|
)
|
|
156.9
|
|
||||||
|
$
|
(73.5
|
)
|
|
$
|
8,915.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
29.8
|
|
|
$
|
(73.8
|
)
|
|
$
|
8,945.1
|
|
|
June 30, 2016
|
||||||||||||||||||||||
|
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
|
$
|
(0.5
|
)
|
|
$
|
138.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
35.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
173.1
|
|
U.S. government agency securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Asset-backed securities
|
(0.1
|
)
|
|
58.8
|
|
|
(0.2
|
)
|
|
154.8
|
|
|
(0.3
|
)
|
|
213.6
|
|
||||||
Canadian government securities and
Canadian government agency securities |
—
|
|
|
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
|
|
June 30,
|
|
2017
|
|
2016
|
||||
Corporate investments:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,780.4
|
|
|
$
|
3,191.1
|
|
Short-term marketable securities (a)
|
|
3.2
|
|
|
23.5
|
|
||
Long-term marketable securities (b)
|
|
7.6
|
|
|
7.8
|
|
||
Total corporate investments
|
|
$
|
2,791.2
|
|
|
$
|
3,222.4
|
|
June 30,
|
|
2017
|
|
2016
|
||||
Funds held for clients:
|
|
|
|
|
||||
Restricted cash and cash equivalents held to satisfy client funds obligations
|
|
$
|
5,401.2
|
|
|
$
|
12,267.5
|
|
Restricted short-term marketable securities held to satisfy client funds obligations
|
|
2,918.5
|
|
|
3,032.1
|
|
||
Restricted long-term marketable securities held to satisfy client funds obligations
|
|
18,971.8
|
|
|
18,541.6
|
|
||
Total funds held for clients
|
|
$
|
27,291.5
|
|
|
$
|
33,841.2
|
|
Due in one year or less
|
$
|
2,921.7
|
|
Due after one year to two years
|
2,826.7
|
|
|
Due after two years to three years
|
5,144.5
|
|
|
Due after three years to four years
|
4,958.8
|
|
|
Due after four years
|
6,049.4
|
|
|
|
|
|
|
Total available-for-sale securities
|
$
|
21,901.1
|
|
June 30,
|
|
2017
|
|
2016
|
||||
Property, plant, and equipment:
|
|
|
|
|
||||
Land and buildings
|
|
$
|
778.1
|
|
|
$
|
745.7
|
|
Data processing equipment
|
|
653.7
|
|
|
605.0
|
|
||
Furniture, leaseholds, and other
|
|
599.6
|
|
|
490.1
|
|
||
|
|
2,031.4
|
|
|
1,840.8
|
|
||
Less: accumulated depreciation
|
|
(1,251.5
|
)
|
|
(1,155.8
|
)
|
||
Property, plant, and equipment, net
|
|
$
|
779.9
|
|
|
$
|
685.0
|
|
|
Employer
Services
|
|
PEO
Services
|
|
Other
|
|
Total
|
||||||||
Balance at June 30, 2015 (A)
|
$
|
1,788.7
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
1,793.5
|
|
Transfer of AMD goodwill
|
(100.4
|
)
|
|
—
|
|
|
100.4
|
|
|
—
|
|
||||
Currency translation adjustments
|
(11.1
|
)
|
|
—
|
|
|
—
|
|
|
(11.1
|
)
|
||||
Disposition of AMD
|
—
|
|
|
—
|
|
|
(100.4
|
)
|
|
(100.4
|
)
|
||||
Balance at June 30, 2016
|
$
|
1,677.2
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
1,682.0
|
|
Additions and other adjustments
|
73.4
|
|
|
—
|
|
|
—
|
|
|
73.4
|
|
||||
Currency translation adjustments
|
7.0
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
||||
Disposition of CHSA and COBRA businesses
|
(21.4
|
)
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
||||
Balance at June 30, 2017
|
$
|
1,736.2
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
1,741.0
|
|
June 30,
|
|
2017
|
|
2016
|
||||
Intangible assets:
|
|
|
|
|
||||
Software and software licenses
|
|
$
|
1,975.2
|
|
|
$
|
1,811.6
|
|
Customer contracts and lists
|
|
614.1
|
|
|
603.7
|
|
||
Other intangibles
|
|
228.2
|
|
|
207.8
|
|
||
|
|
2,817.5
|
|
|
2,623.1
|
|
||
Less accumulated amortization:
|
|
|
|
|
|
|
||
Software and software licenses
|
|
(1,483.7
|
)
|
|
(1,403.8
|
)
|
||
Customer contracts and lists
|
|
(506.0
|
)
|
|
(486.4
|
)
|
||
Other intangibles
|
|
(207.6
|
)
|
|
(198.7
|
)
|
||
|
|
(2,197.3
|
)
|
|
(2,088.9
|
)
|
||
|
|
|
|
|
||||
Intangible assets, net
|
|
$
|
620.2
|
|
|
$
|
534.2
|
|
|
Amount
|
||
Twelve months ending June 30, 2018
|
$
|
178.6
|
|
Twelve months ending June 30, 2019
|
$
|
141.6
|
|
Twelve months ending June 30, 2020
|
$
|
110.7
|
|
Twelve months ending June 30, 2021
|
$
|
80.7
|
|
Twelve months ending June 30, 2022
|
$
|
67.5
|
|
Debt instrument
|
|
Effective Interest Rate
|
|
June 30, 2017
|
|
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
|
|
|
|
20.3
|
|
|
22.3
|
|
||
|
|
|
|
2,020.3
|
|
|
2,022.3
|
|
||
Less: current portion
|
|
|
|
(7.8
|
)
|
|
(2.5
|
)
|
||
Less: unamortized discount and debt issuance costs
|
|
|
|
(10.1
|
)
|
|
(12.1
|
)
|
||
Total long-term debt
|
|
|
|
$
|
2,002.4
|
|
|
$
|
2,007.7
|
|
•
|
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 after July 1, 2008 generally vest ratably over
four years
. Compensation expense is measured based on the fair value of the stock option on the grant date and recognized over the requisite service period for each separately vesting portion of the stock option award. Stock options are forfeited if the employee ceases to be employed by the Company prior to vesting.
|
•
|
Restricted Stock.
|
•
|
Time-Based Restricted Stock and Time-Based Restricted Stock Units.
Time-based restricted stock and time-based restricted stock units granted are generally 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 generally 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,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating expenses
|
|
$
|
21.5
|
|
|
$
|
23.1
|
|
|
$
|
27.0
|
|
Selling, general and administrative expenses
|
|
99.2
|
|
|
97.4
|
|
|
95.8
|
|
|||
System development and programming costs
|
|
18.2
|
|
|
17.1
|
|
|
20.4
|
|
|||
Total pretax stock-based compensation expense
|
|
$
|
138.9
|
|
|
$
|
137.6
|
|
|
$
|
143.2
|
|
|
|
|
|
|
|
|
||||||
Income tax benefit
|
|
$
|
49.9
|
|
|
$
|
49.6
|
|
|
$
|
51.1
|
|
|
|
Number
of Options
(in thousands)
|
|
Weighted
Average Price
(in dollars)
|
|||
Options outstanding at July 1, 2016
|
|
4,869
|
|
|
$
|
65
|
|
Options granted
|
|
1,234
|
|
|
$
|
91
|
|
Options exercised
|
|
(1,702
|
)
|
|
$
|
56
|
|
Options canceled
|
|
(229
|
)
|
|
$
|
80
|
|
Options outstanding at June 30, 2017
|
|
4,172
|
|
|
$
|
75
|
|
Options exercisable at June 30, 2017
|
|
1,519
|
|
|
$
|
62
|
|
Shares available for future grants, end of year
|
|
18,548
|
|
|
|
||
Shares reserved for issuance under stock option plans, end of year
|
|
22,720
|
|
|
|
|
|
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
|
|
888
|
|
|
204
|
|
Restricted shares/units vested
|
|
(868
|
)
|
|
(203
|
)
|
Restricted shares/units forfeited
|
|
(148
|
)
|
|
(49
|
)
|
Restricted shares/units outstanding at June 30, 2017
|
|
1,761
|
|
|
386
|
|
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Restricted shares/units outstanding at July 1, 2016
|
|
574
|
|
|
811
|
|
Restricted shares/units granted
|
|
172
|
|
|
317
|
|
Restricted shares/units vested
|
|
(311
|
)
|
|
(272
|
)
|
Restricted shares/units forfeited
|
|
(31
|
)
|
|
(87
|
)
|
Restricted shares/units outstanding at June 30, 2017
|
|
404
|
|
|
769
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Risk-free interest rate
|
1.2
|
%
|
|
1.6
|
%
|
|
1.5
|
%
|
|||
Dividend yield
|
2.3
|
%
|
|
2.6
|
%
|
|
2.3
|
%
|
|||
Weighted average volatility factor
|
23.2
|
%
|
|
25.6
|
%
|
|
23.4
|
%
|
|||
Weighted average expected life (in years)
|
5.4
|
|
|
5.4
|
|
|
5.4
|
|
|||
Weighted average fair value (in dollars) (A)
|
$
|
14.36
|
|
|
$
|
13.16
|
|
|
$
|
14.29
|
|
Year ended June 30,
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Performance-based restricted stock (A)
|
|
$
|
90.63
|
|
|
$
|
75.95
|
|
|
$
|
64.91
|
|
Time-based restricted stock (A)
|
|
$
|
90.99
|
|
|
$
|
76.09
|
|
|
$
|
73.83
|
|
June 30,
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
2,006.3
|
|
|
$
|
2,009.8
|
|
Actual return on plan assets
|
|
195.2
|
|
|
61.2
|
|
||
Employer contributions
|
|
11.9
|
|
|
11.0
|
|
||
Currency translation adjustments
|
|
(3.2
|
)
|
|
(8.7
|
)
|
||
Benefits paid
|
|
(71.8
|
)
|
|
(67.0
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
2,138.4
|
|
|
$
|
2,006.3
|
|
|
|
|
|
|
||||
Change in benefit obligation:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
1,843.9
|
|
|
$
|
1,661.0
|
|
Service cost
|
|
80.8
|
|
|
70.4
|
|
||
Interest cost
|
|
60.0
|
|
|
67.4
|
|
||
Actuarial (gain)/losses
|
|
(44.5
|
)
|
|
145.3
|
|
||
Currency translation adjustments
|
|
2.7
|
|
|
(7.6
|
)
|
||
Plan changes
|
|
—
|
|
|
(25.6
|
)
|
||
Curtailments and special termination benefits
|
|
(4.4
|
)
|
|
—
|
|
||
Benefits paid
|
|
(71.8
|
)
|
|
(67.0
|
)
|
||
Projected benefit obligation at end of year
|
|
$
|
1,866.7
|
|
|
$
|
1,843.9
|
|
|
|
|
|
|
||||
Funded status - plan assets less benefit obligations
|
|
$
|
271.7
|
|
|
$
|
162.4
|
|
June 30,
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
413.8
|
|
|
$
|
306.5
|
|
Current liabilities
|
|
(5.0
|
)
|
|
(6.9
|
)
|
||
Noncurrent liabilities
|
|
(137.1
|
)
|
|
(137.2
|
)
|
||
Net amount recognized
|
|
$
|
271.7
|
|
|
$
|
162.4
|
|
June 30,
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
241.0
|
|
|
$
|
165.7
|
|
Accumulated benefit obligation
|
|
$
|
227.9
|
|
|
$
|
148.2
|
|
Fair value of plan assets
|
|
$
|
98.9
|
|
|
$
|
21.6
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Service cost – benefits earned during the period
|
|
$
|
80.8
|
|
|
$
|
70.4
|
|
|
$
|
68.4
|
|
Interest cost on projected benefits
|
|
60.0
|
|
|
67.4
|
|
|
62.8
|
|
|||
Expected return on plan assets
|
|
(135.8
|
)
|
|
(131.2
|
)
|
|
(129.7
|
)
|
|||
Net amortization and deferral
|
|
19.1
|
|
|
11.0
|
|
|
17.2
|
|
|||
Special termination benefits and plan curtailments
|
|
0.1
|
|
|
0.1
|
|
|
3.2
|
|
|||
Net pension expense
|
|
$
|
24.2
|
|
|
$
|
17.7
|
|
|
$
|
21.9
|
|
Years ended June 30,
|
|
2017
|
|
2016
|
||
|
|
|
|
|
||
Discount rate
|
|
3.70
|
%
|
|
3.40
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
Years ended June 30,
|
|
2017
|
|
2016
|
|
2015
|
|||
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.40
|
%
|
|
4.25
|
%
|
|
4.05
|
%
|
Expected long-term rate of return on assets
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.25
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
|
2017
|
|
2016
|
||
|
|
|
|
|
||
Cash and cash equivalents
|
|
1
|
%
|
|
3
|
%
|
Fixed income securities
|
|
36
|
%
|
|
42
|
%
|
U.S. equity securities
|
|
19
|
%
|
|
18
|
%
|
International equity securities
|
|
16
|
%
|
|
14
|
%
|
Global equity securities
|
|
28
|
%
|
|
23
|
%
|
|
|
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
|
|
$
|
—
|
|
|
$
|
1,338.5
|
|
|
$
|
—
|
|
|
$
|
1,338.5
|
|
Government securities
|
|
—
|
|
|
337.7
|
|
|
—
|
|
|
337.7
|
|
||||
Mutual funds
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
||||
Corporate and municipal bonds
|
|
—
|
|
|
409.3
|
|
|
—
|
|
|
409.3
|
|
||||
Mortgage-backed security bonds
|
|
—
|
|
|
32.9
|
|
|
—
|
|
|
32.9
|
|
||||
Total pension asset investments
|
|
$
|
4.8
|
|
|
$
|
2,118.4
|
|
|
$
|
—
|
|
|
$
|
2,123.2
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Commingled trusts
|
|
$
|
—
|
|
|
$
|
1,029.2
|
|
|
$
|
—
|
|
|
$
|
1,029.2
|
|
U.S. government securities
|
|
—
|
|
|
371.5
|
|
|
—
|
|
|
371.5
|
|
||||
Mutual funds
|
|
76.6
|
|
|
—
|
|
|
—
|
|
|
76.6
|
|
||||
Corporate and municipal bonds
|
|
—
|
|
|
433.4
|
|
|
—
|
|
|
433.4
|
|
||||
Mortgage-backed security bonds
|
|
—
|
|
|
35.3
|
|
|
—
|
|
|
35.3
|
|
||||
Total pension asset investments
|
|
$
|
76.6
|
|
|
$
|
1,869.4
|
|
|
$
|
—
|
|
|
$
|
1,946.0
|
|
Years ended June 30,
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Earnings from continuing operations before income taxes:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
2,232.8
|
|
|
$
|
2,028.5
|
|
|
$
|
1,895.3
|
|
Foreign
|
|
298.3
|
|
|
206.2
|
|
|
175.4
|
|
|||
|
|
$
|
2,531.1
|
|
|
$
|
2,234.7
|
|
|
$
|
2,070.7
|
|
Years ended June 30,
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
615.3
|
|
|
$
|
579.0
|
|
|
$
|
576.3
|
|
Foreign
|
|
91.6
|
|
|
85.0
|
|
|
93.1
|
|
|||
State
|
|
82.7
|
|
|
76.6
|
|
|
40.1
|
|
|||
Total current
|
|
789.6
|
|
|
740.6
|
|
|
709.5
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
6.2
|
|
|
17.7
|
|
|
(1.3
|
)
|
|||
Foreign
|
|
7.2
|
|
|
(15.7
|
)
|
|
(17.0
|
)
|
|||
State
|
|
(5.3
|
)
|
|
(1.3
|
)
|
|
3.0
|
|
|||
Total deferred
|
|
8.1
|
|
|
0.7
|
|
|
(15.3
|
)
|
|||
Total provision for income taxes
|
|
$
|
797.7
|
|
|
$
|
741.3
|
|
|
$
|
694.2
|
|
Years ended June 30,
|
|
2017
|
|
%
|
|
2016
|
|
%
|
|
2015
|
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Provision for taxes at U.S. statutory rate
|
|
$
|
885.9
|
|
|
35.0
|
|
|
$
|
782.1
|
|
|
35.0
|
|
|
$
|
724.8
|
|
|
35.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Increase (decrease) in provision from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State taxes, net of federal tax benefit
|
|
52.2
|
|
|
2.1
|
|
|
47.2
|
|
|
2.1
|
|
|
34.8
|
|
|
1.7
|
|
|||
U.S. tax on foreign income
|
|
66.1
|
|
|
2.6
|
|
|
122.6
|
|
|
5.5
|
|
|
155.3
|
|
|
7.5
|
|
|||
Utilization of foreign tax credits
|
|
(76.0
|
)
|
|
(3.0
|
)
|
|
(155.4
|
)
|
|
(7.0
|
)
|
|
(177.1
|
)
|
|
(8.6
|
)
|
|||
Section 199 - Qualified production activities
|
|
(33.2
|
)
|
|
(1.3
|
)
|
|
(31.9
|
)
|
|
(1.4
|
)
|
|
(28.9
|
)
|
|
(1.4
|
)
|
|||
Section 199 - Qualified production activities and research tax credit refund claim - net of reserves
|
|
(51.8
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit - Stock-based compensation
|
|
(32.1
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(13.4
|
)
|
|
(0.5
|
)
|
|
(23.3
|
)
|
|
(1.0
|
)
|
|
(14.7
|
)
|
|
(0.7
|
)
|
|||
|
|
$
|
797.7
|
|
|
31.5
|
|
|
$
|
741.3
|
|
|
33.2
|
|
|
$
|
694.2
|
|
|
33.5
|
|
Years ended June 30,
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses not currently deductible
|
|
$
|
294.5
|
|
|
$
|
262.8
|
|
Stock-based compensation expense
|
|
75.5
|
|
|
74.6
|
|
||
Foreign Tax Credits
|
|
49.5
|
|
|
47.1
|
|
||
Net operating losses
|
|
49.5
|
|
|
46.0
|
|
||
Other
|
|
18.7
|
|
|
23.7
|
|
||
|
|
487.7
|
|
|
454.2
|
|
||
Less: valuation allowances
|
|
(9.4
|
)
|
|
(15.4
|
)
|
||
Deferred tax assets, net
|
|
$
|
478.3
|
|
|
$
|
438.8
|
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Prepaid retirement benefits
|
|
$
|
125.1
|
|
|
$
|
77.2
|
|
Deferred revenue
|
|
35.5
|
|
|
43.2
|
|
||
Fixed and intangible assets
|
|
226.3
|
|
|
171.4
|
|
||
Prepaid expenses
|
|
122.5
|
|
|
118.0
|
|
||
Unrealized investment gains, net
|
|
33.4
|
|
|
176.2
|
|
||
Other
|
|
5.2
|
|
|
3.6
|
|
||
Deferred tax liabilities
|
|
$
|
548.0
|
|
|
$
|
589.6
|
|
Net deferred tax liabilities
|
|
$
|
69.7
|
|
|
$
|
150.8
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Unrecognized tax benefits at beginning of the year
|
|
$
|
27.4
|
|
|
$
|
27.1
|
|
|
$
|
56.5
|
|
Additions for tax positions
|
|
7.5
|
|
|
3.8
|
|
|
2.4
|
|
|||
Additions for tax positions of prior periods
|
|
41.9
|
|
|
3.5
|
|
|
3.1
|
|
|||
Reductions for tax positions of prior periods
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(6.5
|
)
|
|||
Settlement with tax authorities
|
|
(0.9
|
)
|
|
(1.7
|
)
|
|
(12.2
|
)
|
|||
Expiration of the statute of limitations
|
|
(0.9
|
)
|
|
(4.9
|
)
|
|
(14.0
|
)
|
|||
Impact of foreign exchange rate fluctuations
|
|
0.1
|
|
|
(0.3
|
)
|
|
(2.2
|
)
|
|||
Unrecognized tax benefit at end of year
|
|
$
|
74.6
|
|
|
$
|
27.4
|
|
|
$
|
27.1
|
|
Taxing Jurisdiction
|
|
Fiscal Years under Examination
|
U.S. (IRS)
|
|
2016-2017
|
California
|
|
2012-2014
|
Illinois
|
|
2007-2013
|
New York
|
|
2010-2015
|
Canada
|
|
2012-2014
|
India
|
|
2004-2011, 2013-2015
|
Germany
|
|
2010-2014
|
Years ending June 30,
|
|
||
|
|
||
2018
|
$
|
105.4
|
|
2019
|
96.9
|
|
|
2020
|
73.8
|
|
|
2021
|
52.1
|
|
|
2022
|
35.0
|
|
|
Thereafter
|
110.5
|
|
|
|
$
|
473.7
|
|
|
|
Currency Translation Adjustment
|
|
Net Gains on Available-for-sale Securities
|
|
|
Pension Liability
|
|
|
Accumulated Other Comprehensive Income / (Loss)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at June 30, 2014
|
|
$
|
99.5
|
|
|
$
|
211.6
|
|
|
|
$
|
(132.9
|
)
|
|
|
$
|
178.2
|
|
Other comprehensive loss 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
|
|
(A)
|
(4.9
|
)
|
(B)
|
|
17.9
|
|
(C)
|
|
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
|
)
|
Other comprehensive (loss)/income before
reclassification adjustments |
|
(25.5
|
)
|
|
288.8
|
|
|
|
(199.4
|
)
|
|
|
63.9
|
|
||||
Tax effect
|
|
—
|
|
|
(102.2
|
)
|
|
|
72.9
|
|
|
|
(29.3
|
)
|
||||
Reclassification adjustments to net earnings
|
|
—
|
|
|
5.0
|
|
(B)
|
|
12.0
|
|
(C)
|
|
17.0
|
|
||||
Tax effect
|
|
—
|
|
|
(1.7
|
)
|
|
|
(4.4
|
)
|
|
|
(6.1
|
)
|
||||
Balance at June 30, 2016
|
|
$
|
(253.8
|
)
|
|
$
|
333.8
|
|
|
|
$
|
(295.1
|
)
|
|
|
$
|
(215.1
|
)
|
Other comprehensive income/(loss) before
reclassification adjustments
|
|
23.0
|
|
|
(405.7
|
)
|
|
|
109.6
|
|
|
|
(273.1
|
)
|
||||
Tax effect
|
|
—
|
|
|
141.6
|
|
|
|
(43.6
|
)
|
|
|
98.0
|
|
||||
Reclassification adjustments to
net earnings
|
|
—
|
|
|
(2.2
|
)
|
(B)
|
|
20.6
|
|
(C)
|
|
18.4
|
|
||||
Tax effect
|
|
—
|
|
|
0.8
|
|
|
|
(8.2
|
)
|
|
|
(7.4
|
)
|
||||
Balance at June 30, 2017
|
|
$
|
(230.8
|
)
|
|
$
|
68.3
|
|
|
|
$
|
(216.7
|
)
|
|
|
$
|
(379.2
|
)
|
|
|
Employer Services
|
|
PEO Services
|
|
Other
|
|
Client Fund Interest
|
|
Total
|
||||||||||
Year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
9,535.2
|
|
|
$
|
3,483.6
|
|
|
$
|
(10.6
|
)
|
|
$
|
(628.4
|
)
|
|
$
|
12,379.8
|
|
Earnings from continuing operations before income taxes
|
|
2,921.3
|
|
|
448.6
|
|
|
(210.4
|
)
|
|
(628.4
|
)
|
|
2,531.1
|
|
|||||
Assets from continuing operations
|
|
30,107.7
|
|
|
586.8
|
|
|
6,485.5
|
|
|
—
|
|
|
37,180.0
|
|
|||||
Capital expenditures from continuing operations
|
|
83.0
|
|
|
0.2
|
|
|
165.8
|
|
|
—
|
|
|
249.0
|
|
|||||
Depreciation and amortization
|
|
247.3
|
|
|
1.3
|
|
|
67.5
|
|
|
—
|
|
|
316.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
9,211.9
|
|
|
$
|
3,073.1
|
|
|
$
|
1.9
|
|
|
$
|
(619.1
|
)
|
|
$
|
11,667.8
|
|
Earnings from continuing operations before income taxes
|
|
2,800.4
|
|
|
371.2
|
|
|
(317.8
|
)
|
|
(619.1
|
)
|
|
2,234.7
|
|
|||||
Assets from continuing operations
|
|
36,637.5
|
|
|
534.6
|
|
|
6,497.9
|
|
|
—
|
|
|
43,670.0
|
|
|||||
Capital expenditures from continuing operations
|
|
71.1
|
|
|
1.0
|
|
|
93.6
|
|
|
—
|
|
|
165.7
|
|
|||||
Depreciation and amortization
|
|
230.7
|
|
|
1.5
|
|
|
56.4
|
|
|
—
|
|
|
288.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
8,815.1
|
|
|
$
|
2,647.2
|
|
|
$
|
69.8
|
|
|
$
|
(593.6
|
)
|
|
$
|
10,938.5
|
|
Earnings from continuing operations before income taxes
|
|
2,595.4
|
|
|
301.8
|
|
|
(232.9
|
)
|
|
(593.6
|
)
|
|
2,070.7
|
|
|||||
Assets from continuing operations
|
|
27,507.3
|
|
|
377.7
|
|
|
5,225.5
|
|
|
—
|
|
|
33,110.5
|
|
|||||
Capital expenditures from continuing operations
|
|
94.8
|
|
|
1.3
|
|
|
75.1
|
|
|
—
|
|
|
171.2
|
|
|||||
Depreciation and amortization
|
|
221.2
|
|
|
1.2
|
|
|
55.5
|
|
|
—
|
|
|
277.9
|
|
|
|
United States
|
|
Europe
|
|
Canada
|
|
Other
|
|
Total
|
||||||||||
Year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
10,537.4
|
|
|
$
|
1,086.0
|
|
|
$
|
291.1
|
|
|
$
|
465.3
|
|
|
$
|
12,379.8
|
|
Assets from continuing operations
|
|
$
|
32,401.0
|
|
|
$
|
2,252.3
|
|
|
$
|
2,018.1
|
|
|
$
|
508.6
|
|
|
$
|
37,180.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
9,870.0
|
|
|
$
|
1,063.7
|
|
|
$
|
284.1
|
|
|
$
|
450.0
|
|
|
$
|
11,667.8
|
|
Assets from continuing operations
|
|
$
|
39,194.2
|
|
|
$
|
2,064.3
|
|
|
$
|
1,949.4
|
|
|
$
|
462.1
|
|
|
$
|
43,670.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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, 2017
|
|
First
Quarter (A)
|
|
Second Quarter (B)
|
|
Third
Quarter (C)
|
|
Fourth
Quarter (D)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues from continuing operations
|
|
$
|
2,916.9
|
|
|
$
|
2,987.3
|
|
|
$
|
3,410.8
|
|
|
$
|
3,064.8
|
|
Gross profit from continuing operations
|
|
$
|
1,173.3
|
|
|
$
|
1,219.5
|
|
|
$
|
1,499.8
|
|
|
$
|
1,217.6
|
|
Earnings from continuing operations before income taxes
|
|
$
|
528.7
|
|
|
$
|
786.2
|
|
|
$
|
827.9
|
|
|
$
|
388.4
|
|
Net earnings from continuing operations
|
|
$
|
368.7
|
|
|
$
|
510.9
|
|
|
$
|
587.7
|
|
|
$
|
265.8
|
|
Net earnings
|
|
$
|
368.7
|
|
|
$
|
510.9
|
|
|
$
|
587.9
|
|
|
$
|
265.8
|
|
Basic per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share from continuing operations
|
|
$
|
0.82
|
|
|
$
|
1.14
|
|
|
$
|
1.32
|
|
|
$
|
0.60
|
|
Diluted per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share from continuing operations
|
|
$
|
0.81
|
|
|
$
|
1.13
|
|
|
$
|
1.31
|
|
|
$
|
0.59
|
|
Year ended June 30, 2016
|
|
First
Quarter (E)
|
|
Second Quarter (F)
|
|
Third
Quarter
|
|
Fourth
Quarter (G)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues from continuing operations
|
|
$
|
2,714.0
|
|
|
$
|
2,807.0
|
|
|
$
|
3,248.6
|
|
|
$
|
2,898.2
|
|
Gross profit from continuing operations
|
|
$
|
1,067.5
|
|
|
$
|
1,124.5
|
|
|
$
|
1,435.9
|
|
|
$
|
1,199.7
|
|
Earnings from continuing operations before income taxes
|
|
$
|
505.0
|
|
|
$
|
507.9
|
|
|
$
|
794.8
|
|
|
$
|
427.0
|
|
Net earnings from continuing operations
|
|
$
|
337.5
|
|
|
$
|
341.4
|
|
|
$
|
532.5
|
|
|
$
|
282.0
|
|
Net loss from discontinued operations
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net earnings
|
|
$
|
336.6
|
|
|
$
|
341.4
|
|
|
$
|
532.5
|
|
|
$
|
282.0
|
|
Basic per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share from continuing operations
|
|
$
|
0.73
|
|
|
$
|
0.75
|
|
|
$
|
1.17
|
|
|
$
|
0.62
|
|
Diluted per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share from continuing operations
|
|
$
|
0.72
|
|
|
$
|
0.74
|
|
|
$
|
1.17
|
|
|
$
|
0.62
|
|
/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
|
|
42
|
|
Corporate Controller and Principal Accounting Officer
|
|
2007
|
John Ayala
|
|
50
|
|
President, Major Account Services and ADP Canada
|
|
2002
|
Maria Black
|
|
43
|
|
President, Small Business Solutions and Human Resources
|
|
1996
|
|
|
|
|
Outsourcing
|
|
|
Michael A. Bonarti
|
|
51
|
|
Vice President, General Counsel and Secretary
|
|
1997
|
Deborah L. Dyson
|
|
51
|
|
Vice President, Client Experience and
|
|
1988
|
|
|
|
|
Continuous Improvement
|
|
|
Michael C. Eberhard
|
|
55
|
|
Vice President and Treasurer
|
|
1998
|
Edward B. Flynn, III
|
|
57
|
|
President, Global Enterprise Solutions
|
|
1988
|
Dermot J. O'Brien
|
|
51
|
|
Chief Human Resources Officer
|
|
2012
|
Thomas Perrotti
|
|
48
|
|
President, Worldwide Sales and Marketing
|
|
1993
|
Douglas Politi
|
|
55
|
|
President, Added Value Services
|
|
1992
|
Carlos A. Rodriguez
|
|
53
|
|
President and Chief Executive Officer
|
|
1999
|
Stuart Sackman
|
|
56
|
|
Vice President, Global Product and Technology
|
|
1992
|
Jan Siegmund
|
|
53
|
|
Chief Financial Officer
|
|
1999
|
Donald Weinstein
|
|
48
|
|
Chief Strategy Officer
|
|
2006
|
|
|
|
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 August 3, 2016
|
4.1
|
Form of Indenture between the Company and Wells Fargo Bank, National Association, as trustee - incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-3 (No. 333-206631), filed on August 28, 2015
|
4.2
|
Form of First Supplemental Indenture between Automatic Data Processing, Inc. and Wells Fargo Bank, National Association, as trustee - incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 15, 2015
|
4.3
|
Form of 2.250% Senior Note due 2020 - incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated September 15, 2015
|
4.4
|
Form of 3.375% Senior Note due 2025 - incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated September 15, 2015
|
10.1
|
364-Day Credit Agreement, dated as of June 14, 2017, 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., Citibank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents, and Deutsche Bank Securities Inc. and Barclays Bank PLC, as Documentation Agents - incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 14, 2017
|
10.2
|
Five-Year Credit Agreement, dated as of June 14, 2017, 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., Citibank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents, and Deutsche Bank Securities Inc. and Barclays Bank PLC, as Documentation Agents - incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 14, 2017
|
10.3
|
Five-Year Credit Agreement, dated as of June 15, 2016, 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., Citibank, N.A.and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents, and Deutsche Bank Securities Inc. and Barclays Bank PLC, as Documentation Agents - incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K dated June 15, 2016
|
10.4
|
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
|
10.5
|
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
|
10.6
|
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
|
10.7
|
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)
|
Amended and Restated Supplemental Officers Retirement Plan (Management Compensatory Plan)
|
|
10.9
|
Automatic Data Processing, Inc. Deferred Compensation Plan, as Amended and Restated Effective September 15, 2016 - incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 (Management Compensatory Plan)
|
10.10
|
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)
|
10.11
|
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)
|
10.12
|
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)
|
10.13
|
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)
|
10.14
|
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)
|
10.15
|
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)
|
10.16
|
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)
|
10.17
|
2000 Stock Option Grant Agreement (Form for Non-Employee Directors) for grants prior to August 14, 2008 - incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 (Management Compensatory Plan)
|
10.18
|
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
|
Amended French Sub Plan under the 2008 Omnibus Award Plan effective as of April 6, 2016 (Management Compensatory Plan) - incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (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 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)
|
10.23
|
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)
|
10.24
|
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)
|
10.25
|
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)
|
10.26
|
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)
|
10.27
|
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)
|
10.28
|
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)
|
10.29
|
Form of Performance-Based Restricted Stock Unit Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2015 (Management Compensatory Plan)
|
10.30
|
Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan)
|
10.31
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan)
|
10.32
|
Form of Performance-Based Restricted Stock Unit Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan)
|
Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan for grants beginning September 1, 2017 (Management Compensatory Plan)
|
|
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan for grants beginning September 1, 2017 (Management Compensatory Plan)
|
|
Form of Restricted Stock and Restricted Stock Unit Award Agreement under the 2008 Omnibus Award Plan for grants beginning September 1, 2017 (Management Compensatory Plan)
|
|
21
|
Subsidiaries of the Company
|
Consent of Independent Registered Public Accounting Firm
|
|
Certification by Carlos A. Rodriguez pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
Certification by Jan Siegmund pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
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
|
|
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, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
38,111
|
|
|
$
|
27,660
|
|
|
$
|
1,692
|
|
|
$
|
(17,901
|
)
|
(B)
|
|
$
|
49,561
|
|
Long-term
|
|
$
|
547
|
|
|
$
|
260
|
|
|
$
|
89
|
|
|
$
|
(93
|
)
|
(B)
|
|
$
|
803
|
|
Deferred tax valuation allowance
|
|
$
|
15,369
|
|
|
$
|
892
|
|
|
$
|
(1,754
|
)
|
|
$
|
(5,101
|
)
|
|
|
$
|
9,406
|
|
Year ended June 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
35,493
|
|
|
$
|
18,626
|
|
|
$
|
(265
|
)
|
|
$
|
(15,743
|
)
|
(B)
|
|
$
|
38,111
|
|
Long-term
|
|
$
|
634
|
|
|
$
|
216
|
|
|
$
|
93
|
|
|
$
|
(395
|
)
|
(B)
|
|
$
|
547
|
|
Deferred tax valuation allowance
|
|
$
|
23,707
|
|
|
$
|
1,364
|
|
|
$
|
(1,022
|
)
|
|
$
|
(8,680
|
)
|
|
|
$
|
15,369
|
|
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
|
|
|
AUTOMATIC DATA PROCESSING, INC.
|
||
|
(Registrant)
|
||
|
|||
August 4, 2017
|
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 4, 2017
|
(Carlos A. Rodriguez)
|
|
Officer, Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jan Siegmund
|
|
Chief Financial Officer
|
|
August 4, 2017
|
(Jan Siegmund)
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Brock Albinson
|
|
Corporate Controller
|
|
August 4, 2017
|
(Brock Albinson)
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Peter Bisson
|
|
Director
|
|
August 4, 2017
|
(Peter Bisson)
|
|
|
|
|
|
|
|
|
|
/s/ Richard T. Clark
|
|
Director
|
|
August 4, 2017
|
(Richard T. Clark)
|
|
|
|
|
|
|
|
|
|
/s/ Eric C. Fast
|
|
Director
|
|
August 4, 2017
|
(Eric C. Fast)
|
|
|
|
|
|
|
|
|
|
/s/ Linda R. Gooden
|
|
Director
|
|
August 4, 2017
|
(Linda R. Gooden)
|
|
|
|
|
|
|
|
|
|
/s/ Michael P. Gregoire
|
|
Director
|
|
August 4, 2017
|
(Michael P. Gregoire)
|
|
|
|
|
/s/ R. Glenn Hubbard
|
|
Director
|
|
August 4, 2017
|
(R. Glenn Hubbard)
|
|
|
|
|
|
|
|
|
|
/s/ John P. Jones
|
|
Director
|
|
August 4, 2017
|
(John P. Jones)
|
|
|
|
|
|
|
|
|
|
/s/ William J. Ready
|
|
Director
|
|
August 4, 2017
|
(William J. Ready)
|
|
|
|
|
|
|
|
|
|
/s/ Sandra S. Wijnberg
|
|
Director
|
|
August 4, 2017
|
(Sandra S. Wijnberg)
|
|
|
|
|
•
|
Single Life Annuity;
|
•
|
25% Joint and Survivor Annuity;
|
•
|
50% Joint and Survivor Annuity;
|
•
|
75% Joint and Survivor Annuity;
|
•
|
100% Joint and Survivor Annuity; or
|
•
|
10-Year Certain and Life Annuity
|
1.
|
Projected base pay increase of 4% to age 65
|
2.
|
Target bonus percent increase of 4% to age 65
|
3.
|
Average of the high & low of the ADP stock price on the day of the spin projected at 8% to age 65
|
1.1.
|
“
Appendix Participant
” shall mean the Participants identified by the following Company Employee Identification Numbers: 126542, 112552, 208762, 199957, 100606, 100635 and 139219.
|
1.2.
|
“
Final Average Annual Pay
” shall have the meaning set forth in Section 1.10(a) of the Plan.
|
1.3.
|
“
Group I Appendix Participants
” shall mean the Participants identified by the following Company Employee Identification Numbers: 126542, 112552, 208762 and 199957.
|
1.4.
|
“
Group II Appendix Participant
” shall mean the Participant identified by the following Company Employee Identification Number: 139219.
|
1.5.
|
“
Group III Appendix Participant
” shall mean the Participant identified by the following Company Employee Identification Number: 100606.
|
1.6.
|
“
Group IV Appendix Participant
” shall mean the Participant identified by the following Company Employee Identification Number: 100635.
|
2.1.
|
In General
. Notwithstanding any provision of the Plan to the contrary, effective January 1, 2010, benefits under the Plan for an Appendix Participant shall be determined by taking into account the applicable provisions in this Special Appendix;
provided, however
, that no Appendix Participant’s Plan benefit as determined as of a date on or
|
2.2.
|
Benefit Formula for Group I Appendix Participants
. A Group I Appendix Participant’s Annual Plan Benefit is the product of (i) his Final Average Annual Pay, (ii) his Future Service period (up to a maximum of 18.75 years), (iii) 2.4% and (iv) his Vested Percentage, less the amount payable under the Pension Plan pursuant to a transfer from the Plan to the Pension Plan; provided that, in no event, may the Participant’s Annual Plan Benefit exceed 45% of the Group I Appendix Participant’s Final Average Annual Pay (including any amount transferred from the Plan to the Pension Plan).
|
2.3.
|
Benefit Formula for Group II Appendix Participant
. A Group II Appendix Participant’s Annual Plan Benefit is the sum of (A) the product of (i) his Final Average Annual Pay, (ii) his Future Service period (up to a maximum of 20 years), (iii) 2% and (iv) his Vested Percentage and (B) the product of (i) his Final Average Annual Pay, (ii) any additional years of Future Service credited to the Participant after an initial 20 years of Future Service have been credited, but in any event no more than 5 additional years, (iii) 1% and (iv) his Vested Percentage, less the amount payable under the Pension Plan pursuant to a transfer from the Plan to the Pension Plan; provided that, in no event, may the Participant’s Annual Plan Benefit exceed 45% of the Group II Appendix Participant’s Final Average Annual Pay (including any amount transferred from the Plan to the Pension Plan).
|
2.4.
|
Benefit Formula for Group III Appendix Participants
. A Group III Appendix Participant’s Annual Plan Benefit is the product of (i) his Final Average Annual Pay, (ii) his Future Service period (up to a maximum of 20 years), (iii) 1.95% and (iv) his Vested Percentage, less the amount payable under the Pension Plan pursuant to a transfer from the Plan to the Pension Plan; provided that, in no event, may the Participant’s Annual Plan Benefit exceed 39% of the Group III Appendix Participant’s Final Average Annual Pay (including any amount transferred from the Plan to the Pension Plan).
|
2.5.
|
Benefit Formula for Group IV Appendix Participants
. A Group IV Appendix Participant’s Annual Plan Benefit is the product of (i) his Final Average Annual Pay, (ii) his Future Service period (up to a maximum of 20 years), (iii) 2% and (iv) his Vested Percentage, less the amount payable under the Pension Plan pursuant to a transfer from the Plan to the Pension Plan; provided that, in no event, may the Participant’s Annual Plan Benefit exceed 40% of the Group IV Appendix Participant’s Final Average Annual Pay (including any amount transferred from the Plan to the Pension Plan).
|
|
Months
|
|||||||||||
Years
|
0
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
11
|
65
|
1.0000
|
1.0099
|
1.0198
|
1.0297
|
1.0396
|
1.0495
|
1.0594
|
1.0693
|
1.0792
|
1.0891
|
1.0990
|
1.1089
|
66
|
1.1188
|
1.1302
|
1.1416
|
1.1530
|
1.1644
|
1.1758
|
1.1872
|
1.1985
|
1.2099
|
1.2213
|
1.2327
|
1.2441
|
67
|
1.2555
|
1.2687
|
1.2818
|
1.2950
|
1.3081
|
1.3213
|
1.3344
|
1.3476
|
1.3607
|
1.3739
|
1.3870
|
1.4002
|
68
|
1.4133
|
1.4286
|
1.4438
|
1.4591
|
1.4744
|
1.4896
|
1.5049
|
1.5202
|
1.5354
|
1.5507
|
1.5660
|
1.5812
|
69
|
1.5965
|
1.6143
|
1.6321
|
1.6500
|
1.6678
|
1.6856
|
1.7034
|
1.7212
|
1.7390
|
1.7569
|
1.7747
|
1.7925
|
70
|
1.8103
|
1.8312
|
1.8521
|
1.8730
|
1.8939
|
1.9148
|
1.9357
|
1.9565
|
1.9774
|
1.9983
|
2.0192
|
2.0401
|
71
|
2.0610
|
2.0856
|
2.1103
|
2.1349
|
2.1595
|
2.1841
|
2.2088
|
2.2334
|
2.2580
|
2.2826
|
2.3073
|
2.3319
|
72
|
2.3565
|
2.3857
|
2.4149
|
2.4441
|
2.4733
|
2.5025
|
2.5317
|
2.5608
|
2.5900
|
2.6192
|
2.6484
|
2.6776
|
73
|
2.7068
|
2.7416
|
2.7764
|
2.8112
|
2.8460
|
2.8808
|
2.9156
|
2.9503
|
2.9851
|
3.0199
|
3.0547
|
3.0895
|
74
|
3.1243
|
3.1660
|
3.2078
|
3.2495
|
3.2912
|
3.3330
|
3.3747
|
3.4164
|
3.4582
|
3.4999
|
3.5416
|
3.5834
|
75
|
3.6251
|
3.6755
|
3.7259
|
3.7763
|
3.8267
|
3.8771
|
3.9275
|
3.9779
|
4.0283
|
4.0787
|
4.1291
|
4.1795
|
76
|
4.2299
|
4.2912
|
4.3525
|
4.4139
|
4.4752
|
4.5365
|
4.5978
|
4.6591
|
4.7204
|
4.7818
|
4.8431
|
4.9044
|
77
|
4.9657
|
5.0409
|
5.1161
|
5.1913
|
5.2665
|
5.3417
|
5.4169
|
5.4920
|
5.5672
|
5.6424
|
5.7176
|
5.7928
|
78
|
5.8680
|
5.9610
|
6.0539
|
6.1469
|
6.2398
|
6.3328
|
6.4258
|
6.5187
|
6.6117
|
6.7046
|
6.7976
|
6.8905
|
79
|
6.9835
|
7.0994
|
7.2152
|
7.3311
|
7.4470
|
7.5628
|
7.6787
|
7.7946
|
7.9104
|
8.0263
|
8.1422
|
8.2580
|
80
|
8.3739
|
8.5138
|
8.6537
|
8.7936
|
8.9335
|
9.0734
|
9.2132
|
9.3531
|
9.4930
|
9.6329
|
9.7728
|
9.9127
|
81
|
10.05259
|
10.2281
|
10.4036
|
10.5792
|
10.7547
|
10.9302
|
11.1057
|
11.2813
|
11.4568
|
11.6323
|
11.8078
|
11.9834
|
82
|
12.15889
|
12.3810
|
12.6031
|
12.8253
|
13.0474
|
13.2695
|
13.4916
|
13.7137
|
13.9359
|
14.1580
|
14.3801
|
14.6022
|
83
|
14.82436
|
15.1080
|
15.3917
|
15.6754
|
15.9591
|
16.2428
|
16.5264
|
16.8101
|
17.0938
|
17.3775
|
17.6612
|
17.9449
|
84
|
18.22854
|
18.5944
|
18.9603
|
19.3262
|
19.6921
|
20.0579
|
20.4238
|
20.7897
|
21.1556
|
21.5215
|
21.8874
|
22.2532
|
85
|
22.61912
|
23.0960
|
23.5729
|
24.0498
|
24.5267
|
25.0036
|
25.4805
|
25.9574
|
26.4343
|
26.9112
|
27.3881
|
27.8650
|
86
|
28.34188
|
28.9706
|
29.5993
|
30.2281
|
30.8568
|
31.4855
|
32.1143
|
32.7430
|
33.3717
|
34.0004
|
34.6292
|
35.2579
|
87
|
35.88664
|
|
|
|
|
|
|
|
|
|
|
|
|
Months
|
|||||||||||||||||||||||
Years
|
0
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
11
|
||||||||||||
5
|
50.00
|
%
|
50.83
|
%
|
51.67
|
%
|
52.50
|
%
|
53.33
|
%
|
54.17
|
%
|
55.00
|
%
|
55.83
|
%
|
56.67
|
%
|
57.50
|
%
|
58.33
|
%
|
59.17
|
%
|
6
|
60.00
|
%
|
60.83
|
%
|
61.67
|
%
|
62.50
|
%
|
63.33
|
%
|
64.17
|
%
|
65.00
|
%
|
65.83
|
%
|
66.67
|
%
|
67.50
|
%
|
68.33
|
%
|
69.17
|
%
|
7
|
70.00
|
%
|
70.83
|
%
|
71.67
|
%
|
72.50
|
%
|
73.33
|
%
|
74.17
|
%
|
75.00
|
%
|
75.83
|
%
|
76.67
|
%
|
77.50
|
%
|
78.33
|
%
|
79.17
|
%
|
8
|
80.00
|
%
|
80.83
|
%
|
81.67
|
%
|
82.50
|
%
|
83.33
|
%
|
84.17
|
%
|
85.00
|
%
|
85.83
|
%
|
86.67
|
%
|
87.50
|
%
|
88.33
|
%
|
89.17
|
%
|
9
|
90.00
|
%
|
90.83
|
%
|
91.67
|
%
|
92.50
|
%
|
93.33
|
%
|
94.17
|
%
|
95.00
|
%
|
95.83
|
%
|
96.67
|
%
|
97.50
|
%
|
98.33
|
%
|
99.17
|
%
|
10
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Terms and Conditions.
|
2.
|
Forfeiture of PSUs
.
|
3.
|
Performance Determinations
.
|
(i)
|
“
Final Payout Percentage
” is a number, expressed as a percentage, equal to the sum of each Yearly Performance Percentage during the Performance Period, divided by 3;
provided
,
however
, that if the Company’s total shareholder return (“
TSR
”) for the Performance Period is not positive, then the Final
|
(ii)
|
“
Payout Date
” shall be:
|
•
|
September 20[XX] or as soon as administratively feasible (but not later than 60 days) thereafter if the Participant remains employed with the Company or its Affiliates until the end of the Performance Period;
|
•
|
September 20[XX] or as soon as administratively feasible (but not later than 60 days) thereafter if the Participant’s employment with the Company and its Affiliates terminates due to retirement after completion of the first Measurement Period in the Performance Period but prior to the end of the Performance Period;
provided
that
if the Participant subsequently dies or becomes Disabled during the Performance Period, the Payout Date shall be as soon as administratively feasible (but not later than 60 days) after the Participant’s death or Disability;
|
•
|
as soon as administratively feasible (but not later than 60 days) after termination of employment if the Participant’s employment with the Company and its Affiliates terminates due to death or Disability after completion of the first Measurement Period in the Performance Period but prior to the end of the Performance Period, or if Appendix A applies; and
|
•
|
immediately prior to the Change in Control if Section 3(d) applies.
|
(iii)
|
“
Pro-Rata Percentage
” is a number, expressed as a percentage, equal to the quotient of (i) the number of completed months from July 1, 20[XX] until the date of the Participant’s termination of employment, divided by (ii) 36.
|
(iv)
|
“
Yearly Performance Percentage
” is a number, expressed as a percentage, determined by the Company using straight line interpolation between the low and high of the Financial Metric range (whether a dollar or other value, or a growth percentage) for each Measurement Period, based upon the Company’s actual performance with respect to such Financial Metric for such Measurement Period;
provided
, that if the Participant’s employment with the Company and its Affiliates terminates due to death or Disability after completion of the first Measurement Period in the Performance Period but prior to the end of the Performance Period, the Yearly Performance Percentage will be deemed to be 100% for each Measurement Period in the Performance Period not completed prior to the Participant’s termination of employment;
provided
,
further
, that if the Participant’s employment with the Company and its Affiliates terminates due to retirement after completion of the first Measurement Period in the Performance Period and the Participant subsequently dies or becomes Disabled prior to completion of the Performance Period, the Yearly Performance Percentage will be deemed to be 100% for each Measurement Period in the Performance Period not completed prior to the Participant’s death or Disability;
provided
,
further
, that in the event of a Change in Control, then the Yearly Performance Percentage will be deemed to be 100% for each Measurement Period in the Performance Period not completed prior to such Change in Control.
|
4.
|
Restrictive Covenant Agreement; Clawback; Incorporation by Reference
.
|
5.
|
Compliance with Legal Requirements
. The granting and delivery of the Award, and any other obligations of the Company under this Agreement, shall be subject to all applicable federal, state, local and foreign laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.
|
6.
|
Transferability
. No PSUs may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.
|
7.
|
Miscellaneous
.
|
(a)
|
No Advice Regarding Grant
. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
|
(b)
|
Language
. If the Participant has received this Agreement or any other document related to the Award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
(c)
|
Electronic Delivery and Acceptance
. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
(d)
|
Foreign Asset/Account Reporting; Exchange Controls
.
The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect the Participant’s ability to maintain cash received pursuant to an Award in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in
|
(e)
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the PSUs and on any payment received under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
1.
|
The option herein granted shall become exercisable in whole or in part as follows:
|
(a)
|
Exercisable as to
25%
of the shares (rounded down to the nearest whole share) on the
first anniversary
of the Grant Date.
|
(b)
|
Exercisable as to an additional
25%
of the shares (rounded down to the nearest whole share) on the
second anniversary
of the Grant Date.
|
(c)
|
Exercisable as to an additional
25%
of the shares (rounded down to the nearest whole share) on the
third anniversary
of the Grant Date.
|
(d)
|
Exercisable in its entirety on and after the
fourth anniversary
of the Grant Date; and
|
(e)
|
Exercisable in its entirety (
i
) upon the death of the Participant, or (
ii
) in the event of total and permanent disability of the Participant.
|
(f)
|
If the Participant retires from the Company at any time following the first anniversary of this Agreement and at such time satisfies the Normal Retirement Criteria, the option herein granted shall continue to become exercisable as set forth in clauses (b) through (d) of this Section 1. The Normal Retirement Criteria will be satisfied if the Participant shall (
i
) retire (
and satisfy the Company’s criteria for retirement at such time
) from the Company or any of its subsidiaries, divisions or business units, as the case may be, (
ii
) be at least 55 years of age at the time of such retirement, and (
iii
) have at least ten credited years of service with the Company or its subsidiaries at the time of such retirement.
|
(g)
|
If a Participant who at the time of retirement satisfies the Normal Retirement Criteria subsequently dies or becomes totally and permanently disabled before such Participant’s option herein granted becomes exercisable in its entirety as set forth in clause (d) of this Section 1, the option herein granted shall become exercisable as set forth in clause (e) of this Section 1.
|
(h)
|
If a Participant who at the time of retirement satisfies the criteria set forth in Section 2(b)(iv) subsequently dies or becomes totally and permanently disabled before the expiration of 12 months after the retirement of the Participant, such Participant’s option herein granted shall become exercisable as set forth in clause (e) of this Section 1.
|
(i)
|
Except as provided in clauses (f) through (h) of this Section 1 or Appendix A to this Agreement or as the Committee may otherwise determine in its sole discretion, no option herein granted shall become exercisable following termination of the Participant’s employment from the Company or any of its subsidiaries (and no option herein granted shall become
|
(j)
|
Notwithstanding Appendix A to this Agreement, the option granted hereunder shall become exercisable in its entirety as of immediately prior to the consummation of a Change in Control, unless the successor company, or a parent of the successor company, in the Change in Control agrees to assume, replace, or substitute the option granted hereunder (as of the consummation of such Change in Control) with an option on substantially identical terms, as determined by the Committee.
|
2.
|
The unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void at the time of the earliest of the following to occur:
|
(a)
|
the expiration of ten years from the date on which the option was granted;
|
(b)
|
the expiration of 60 days from the date of termination of the Participant’s employment from the Company (including in connection with the sale of the subsidiary, division or business unit that employs such Participant) or any of its subsidiaries;
provided, however
, that
|
(
i
)
|
if the Participant’s employment from the Company or any of its subsidiaries terminates because of total and permanent disability, the provisions of sub-paragraph (c) shall apply,
|
(
ii
)
|
if the Participant shall die during employment by the Company or any of its subsidiaries or during the 60-day period following the date of termination of such employment, the provisions of sub-paragraph (d) below shall apply,
|
(
iii
)
|
if the Participant shall retire and satisfy the Normal Retirement Criteria, the provisions of sub-paragraph (e) below shall apply, and
|
(iv)
|
if the Participant shall (
I
) retire (
and satisfy the Company’s criteria for retirement at such time
) from the Company or any of its subsidiaries, divisions or business units, as the case may be, (
II
) be at least 55 years of age at the time of such retirement, and (III) have at least five (but less than ten) credited years of service with the Company and its subsidiaries at the time of such retirement, the provisions of sub-paragraph (f) below shall apply;
|
(c)
|
if Section 2(b)(i) applies, (i) if the Participant satisfied the Normal Retirement Criteria at the time of the Participant’s total and permanent disability, the expiration of 36 months after termination of the Participant’s employment from the Company or any of its subsidiaries because of total and permanent disability, or (ii) if the Participant did not satisfy the Normal Retirement Criteria at the time of the Participant’s total and permanent disability, the expiration of 12 months after termination of the Participant’s employment from the Company or any of its subsidiaries because of total and permanent disability;
provided
,
however
, that if the Participant shall die during the 36-month period specified in clause (i) of this Section 2(c) or the 12-month period specified in clause (ii) of this Section 2(c), as applicable, then the unexercised portion shall become null and void upon the expiration of 12 months after death of the Participant;
|
(d)
|
if Section 2(b)(ii) applies, (
i
) if the Participant satisfied the Normal Retirement Criteria at the time of death, the expiration of 36 months after death of the Participant, or (
ii
) if the Participant did not satisfy the Normal Retirement Criteria at the time of death, 12 months after death of the Participant;
|
(e)
|
if Section 2(b)(iii) applies, the expiration of 37 months after the retirement of the Participant;
provided
,
however
, that if such Participant shall die during the 37 month period following the date of such Participant’s retirement, then the
|
(f)
|
if Section 2(b)(iv) applies, the expiration of 12 months after the retirement of the Participant;
provided
,
however
, that if such Participant shall die during the 12 month period following the date of such Participant’s retirement, then the unexercised portion shall become null and void on the expiration of 12 months after death of the Participant.
|
3.
|
Notwithstanding the foregoing, in the event that any unexercised portion of the option herein granted would terminate and become null and void in accordance with Section 2 and the Fair Market Value of the unexercised portion of the option herein granted exceeds the full price for each of the shares purchased pursuant to such option, the then vested portion of the option herein granted shall be deemed to be automatically exercised by the Participant on such last trading day by means of a net exercise without any action by the Participant. Upon such automatic exercise, the Company shall deliver to the Participant the number of shares of Common Stock for which the option was deemed exercised less the number of shares of Common Stock having a Fair Market Value, as of such date, sufficient to (1) pay the full price for each of the shares of Common Stock purchased pursuant to the option herein granted and (2) satisfy all applicable required tax withholding obligations. Any fractional share shall be settled in cash. For the avoidance of doubt, and notwithstanding any provision (or interpretation) of Section 2 to the contrary, the unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void upon the expiration of ten years from the date of this Agreement.
|
4.
|
The full price for each of the shares purchased pursuant to the option herein granted shall be $
XX.XX
.
|
5.
|
Full payment for shares purchased by the Participant shall be made at the time of the exercise of the option in whole or in part. No shares shall be issued until full payment therefore has been made, and the Participant shall have none of the rights of a shareholder with respect to any shares subject to this option until such shares shall have been issued.
|
6.
|
No option granted hereunder may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.
|
7.
|
In the event of one or more stock splits, stock dividends, stock changes, reclassifications, recapitalizations or combinations of shares prior to complete exercise of the option herein granted which change the character or amount of the shares subject to the option, this option to the extent that it shall not have been exercised, shall entitle the Participant or the Participant’s executors or administrators to receive in substitution such number and kind of shares as he, she or they would have been entitled to receive if the Participant or the Participant’s executors or administrators had actually owned the shares subject to this option at the time of the occurrence of such change;
provided, however
that if the change is of such nature that the Participant or the Participant’s executors or administrators, upon exercise of the option, would receive property other than shares of stock, then the Board shall adjust the option so that he, she or they shall acquire only shares of stock upon exercise, making such adjustment in the number and kind of shares to be received as the Board shall, in its sole judgment, deem equitable;
provided
,
further
, that the foregoing shall not limit the Company’s ability to otherwise adjust the option in a manner consistent with Section 12 of the Plan.
|
8.
|
For Participants whose home country is Australia, Canada or the United States, the option granted hereunder is conditioned upon the Participant’s agreement to this Agreement and the Restrictive Covenant Agreement furnished herewith within ninety (90) days from the date of this Agreement. If the Participant’s home country is not Australia, Canada or the United States, the effectiveness of the option granted hereunder is conditioned upon (i) the Participant having executed and delivered to the Company in connection with previous stock option grants a restrictive covenant, or (ii) the execution and delivery by the Participant within ninety (90) days from the date of this Agreement of the restrictive covenant separately provided by the Participant’s local human resource department. If the Company does not receive the signed (whether electronically or otherwise) restrictive covenant and this Agreement within such ninety-day period, this Agreement shall be terminable by the Company.
|
9.
|
Notwithstanding anything to the contrary contained herein, the option granted hereunder may be terminated and become null and void without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement (including, if applicable, the Restrictive Covenant Agreement furnished herewith) between the Participant and the Company or any Affiliate. If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at the sole discretion of the Committee,
|
10.
|
The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
|
11.
|
Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
|
12.
|
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
|
13.
|
For Participants whose home country is the United States, nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant with or without cause at any time for any reason whatsoever. Although over the course of employment terms and conditions of employment may change, the at-will term of employment of such Participant will not change.
|
14.
|
The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
|
15.
|
This Agreement, the Plan and, if applicable, the Restrictive Covenant Agreement contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto; provided, however, that if the Participant’s home country is Australia, Canada or the United States, the Participant understands that the Participant may have an existing agreement(s) with the Company, through prior awards, acquisition of a prior employer or otherwise, that may include the same or similar covenants as those in the Restrictive Covenant Agreement furnished herewith, and acknowledges that the Restrictive Covenant Agreement is meant to supplement any such agreement(s) such that the covenants in the agreements that provide the Company with the greatest protection enforceable under applicable law shall control, and that the parties do not intend to create any ambiguity or conflict through the execution of the Restrictive Covenant Agreement that would release the Participant from the obligations the Participant has assumed under the restrictive covenants in any of these agreements. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.
|
16.
|
This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.
|
a.
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
b.
|
the grant of the option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past;
|
c.
|
all decisions with respect to future options or other grants, if any, will be at the sole discretion of the Company;
|
d.
|
the option grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Employer, the Company or any Affiliate, and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship (if any);
|
e.
|
unless otherwise agreed with the Company, the option and the shares of Common Stock, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate of the Company;
|
f.
|
the Participant is voluntarily participating in the Plan;
|
g.
|
the option and any shares of Common Stock acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation;
|
h.
|
the option and any shares of Common Stock acquired under the Plan and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments;
|
i.
|
the future value of the underlying shares of Common Stock is unknown, indeterminable, and cannot be predicted with certainty;
|
j.
|
if the underlying shares of Common Stock do not increase in value, the option will have no value;
|
k.
|
if the Participant exercises the option and acquires shares of Common Stock, the value of such Common Stock may increase or decrease in value, even below the option Exercise Price;
|
l.
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the option resulting from the termination of the Participant’s employment (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer and any Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
|
m.
|
unless otherwise provided in the Plan, in this Agreement or by the Company in its discretion, the option and the benefits evidenced by this Agreement do not create any entitlement to have the option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
|
n.
|
neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the option or of any amounts due to the Participant pursuant to the exercise of the option or the subsequent sale of any shares of Common Stock acquired upon exercise.
|
(a)
|
No Advice Regarding Grant
. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares of Common Stock. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
|
(b)
|
Securities Laws
. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares issuable upon exercise of the option prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the shares with any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, the Participant agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Participant’s consent to the extent necessary to comply with securities or other laws applicable to issuance of shares.
|
(c)
|
Language
. If the Participant has received this Agreement, or any other document related to the option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
(d)
|
Electronic Delivery and Acceptance
. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
(e)
|
Foreign Asset/Account Reporting; Exchange Controls
. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect the Participant’s ability to maintain cash or shares received pursuant to options in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to remit or repatriate funds received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant should consult his or her personal legal advisor for any details.
|
(f)
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the option and on any shares of Common Stock purchased upon exercise of the option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
1.
|
Terms and Conditions
.
|
(i)
|
Book Entry
. For Participants whose home country is the United States, upon the grant of Restricted Stock, the Committee shall cause share(s) of Common Stock to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions.
|
(ii)
|
Payment
. For Participants whose home country is not the United States, (x) the Company shall settle as soon as administratively possible after the vesting date, any vested Restricted Unit Award by the payment to the Participant in cash (without interest) of an amount equal to the Participant’s Restricted Unit Award, subject to applicable Tax-Related Items (as defined in Appendix B to this Agreement) and (y) at no time shall the Participant be deemed for any purpose to be the owner of shares of Common Stock in connection with a Restricted Unit Award and the Participant shall have no right to dividends or dividend equivalent payments in respect of the Restricted Unit Award.
|
2.
|
Restrictive Covenant Agreement; Clawback; Incorporation by Reference
.
|
|
CANADA
|
/s/ Deloitte & Touche LLP
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
August 4, 2017
|
/s/ Carlos A. Rodriguez
|
|
|
Carlos A. Rodriguez
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
August 4, 2017
|
/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:
|
August 4, 2017
|
/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:
|
August 4, 2017
|
/s/ Jan Siegmund
|
|
|
Jan Siegmund
|
|
|
Chief Financial Officer
|