[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, 2018
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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 2018 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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Grow and scale our market-leading HR Outsourcing (“HRO”) solutions by leveraging our platforms and processes; and
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Leverage our global presence to offer clients HCM solutions where ever 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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•
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Compliance Services
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•
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RUN Powered by ADP® is used by more than 570,000 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 retirement plan administration systems.
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ADP Workforce Now® is a flexible HCM solution used by more than 60,000 mid-sized and large businesses in North America to manage their employees. More businesses use ADP Workforce Now than any other HCM solution designed for both mid-sized and large 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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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.
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•
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Health Compliance.
ADP helps businesses
manage crucial employer-related elements of the U.S. Patient Protection and Affordable Care Act (the "Affordable Care Act").
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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.
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Employment Verification.
ADP offers an automated solution to securely verify employment and income.
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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.
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•
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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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High
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Low
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Per Share
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Fiscal 2018 quarter ended
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June 30
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$141.52
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$111.78
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$0.690
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March 31
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$125.24
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$107.61
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$0.630
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December 31
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$119.39
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$108.53
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$0.630
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September 30
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$121.77
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$100.51
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$0.570
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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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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, 2018 to
April 30, 2018
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1,263,686
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$116.50
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1,262,037
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18,346,131
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May 1, 2018 to
May 31, 2018
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1,048,326
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$126.92
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1,048,045
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17,298,086
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June 1, 2018 to
June 30, 2018
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828,868
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$135.98
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816,211
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16,481,875
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Total
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3,140,880
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3,126,293
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(1)
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Pursuant to the terms of the Company’s restricted stock program, the Company purchased 14,587 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 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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2018
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2017
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2016
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2015
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2014
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Total revenues
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$
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13,325.8
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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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$
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10,226.4
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Total costs of revenues
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$
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7,842.6
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$
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7,269.8
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$
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6,840.3
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$
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6,427.6
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$
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6,041.0
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Earnings from continuing operations before income taxes
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$
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2,171.1
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|
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$
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2,531.1
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$
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2,234.7
|
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$
|
2,070.7
|
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$
|
1,879.2
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Net earnings from continuing operations
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$
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1,620.8
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$
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1,733.4
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$
|
1,493.4
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$
|
1,376.5
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$
|
1,242.6
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Adjusted earnings from continuing operations before interest and income taxes (A)
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$
|
2,643.1
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$
|
2,447.6
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$
|
2,274.2
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$
|
2,061.5
|
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$
|
1,870.3
|
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Adjusted net earnings from continuing operations (A)
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$
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1,928.1
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$
|
1,665.0
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$
|
1,494.8
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|
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$
|
1,376.5
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$
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1,242.6
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||||||||||
Basic earnings per share from continuing operations
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$
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3.68
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$
|
3.87
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$
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3.27
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$
|
2.91
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|
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$
|
2.59
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Diluted earnings per share from continuing operations
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$
|
3.66
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$
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3.85
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$
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3.25
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$
|
2.89
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|
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$
|
2.57
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Adjusted diluted earnings per share from continuing operations (A)
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$
|
4.35
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|
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$
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3.70
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$
|
3.26
|
|
|
$
|
2.89
|
|
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$
|
2.57
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|
Basic weighted average shares outstanding
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|
440.6
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|
447.8
|
|
|
457.0
|
|
|
472.6
|
|
|
478.9
|
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|||||
Diluted weighted average shares outstanding
|
|
443.3
|
|
|
450.3
|
|
|
459.1
|
|
|
475.8
|
|
|
483.1
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|||||
Cash dividends declared per share
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$
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2.52
|
|
|
$
|
2.24
|
|
|
$
|
2.08
|
|
|
$
|
1.95
|
|
|
$
|
1.88
|
|
|
|
|
|
|
|
|
|
|
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||||||||||
At year end:
|
|
|
|
|
|
|
|
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||||||||||
Cash, cash equivalents and marketable securities of continuing operations
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|
$
|
2,180.5
|
|
|
$
|
2,791.2
|
|
|
$
|
3,222.4
|
|
|
$
|
1,694.8
|
|
|
$
|
3,670.3
|
|
Total assets of continuing operations
|
|
$
|
37,088.7
|
|
|
$
|
37,180.0
|
|
|
$
|
43,670.0
|
|
|
$
|
33,110.5
|
|
|
$
|
29,629.6
|
|
Total assets
|
|
$
|
37,088.7
|
|
|
$
|
37,180.0
|
|
|
$
|
43,670.0
|
|
|
$
|
33,110.5
|
|
|
$
|
32,059.8
|
|
Obligations under commercial paper borrowings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,173.0
|
|
Long-term debt
|
|
$
|
2,002.4
|
|
|
$
|
2,002.4
|
|
|
$
|
2,007.7
|
|
|
$
|
9.2
|
|
|
$
|
11.5
|
|
Stockholders’ equity
|
|
$
|
3,459.6
|
|
|
$
|
3,977.0
|
|
|
$
|
4,481.6
|
|
|
$
|
4,808.5
|
|
|
$
|
6,670.2
|
|
(Dollars and shares in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,620.8
|
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for income taxes
|
|
550.3
|
|
|
797.7
|
|
|
741.3
|
|
|
694.2
|
|
|
636.6
|
|
|||||
All other interest expense (a)
|
|
59.4
|
|
|
59.3
|
|
|
47.9
|
|
|
1.5
|
|
|
1.6
|
|
|||||
All other interest income (a)
|
|
(25.5
|
)
|
|
(22.4
|
)
|
|
(13.6
|
)
|
|
(10.7
|
)
|
|
(10.5
|
)
|
|||||
Gain on sale of businesses
|
|
—
|
|
|
(205.4
|
)
|
|
(29.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(13.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Transformation initiatives (b)
|
|
404.8
|
|
|
85.0
|
|
|
48.2
|
|
|
—
|
|
|
—
|
|
|||||
Proxy contest matters (c)
|
|
33.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBIT from continuing operations
|
|
$
|
2,643.1
|
|
|
$
|
2,447.6
|
|
|
$
|
2,274.2
|
|
|
$
|
2,061.5
|
|
|
$
|
1,870.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,620.8
|
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of businesses
|
|
—
|
|
|
(205.4
|
)
|
|
(29.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Provision for income taxes on gain on sale of business (d)
|
|
—
|
|
|
84.0
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(13.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Provision for income taxes on gain on sale of assets (e)
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|||||
Transformation initiatives (b)
|
|
404.8
|
|
|
85.0
|
|
|
48.2
|
|
|
—
|
|
|
—
|
|
|||||
Income tax benefit for transformation initiatives (e)
|
|
(122.1
|
)
|
|
(32.0
|
)
|
|
(16.4
|
)
|
|
—
|
|
|
—
|
|
|||||
Proxy contest matters (c)
|
|
33.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax benefit for proxy contest matters (e)
|
|
(10.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax Cuts and Jobs Act (f)
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted net earnings from continuing operations
|
|
$
|
1,928.1
|
|
|
$
|
1,665.0
|
|
|
$
|
1,494.8
|
|
|
$
|
1,376.5
|
|
|
$
|
1,242.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share from continuing operations
|
|
$
|
3.66
|
|
|
$
|
3.85
|
|
|
$
|
3.25
|
|
|
$
|
2.89
|
|
|
$
|
2.57
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of businesses
|
|
—
|
|
|
(0.27
|
)
|
|
(0.05
|
)
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|||||
Transformation initiatives (b)
|
|
0.64
|
|
|
0.12
|
|
|
0.07
|
|
|
—
|
|
|
—
|
|
|||||
Proxy contest matters (c)
|
|
0.05
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax Cuts and Jobs Act (f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted diluted earnings per share from continuing operations
|
|
$
|
4.35
|
|
|
$
|
3.70
|
|
|
$
|
3.26
|
|
|
$
|
2.89
|
|
|
$
|
2.57
|
|
•
|
Worldwide new business bookings increased 8% to $1.8 billion
|
•
|
Revenue grew
8%
in fiscal 2018; Diluted earnings per share ("EPS") decreased
5%
to
$3.66
, while adjusted diluted EPS increased
18%
to
$4.35
|
•
|
Our shareholder friendly actions continued as we raised our quarterly declared cash dividend by 21% and returned approximately
$2.1 billion
to shareholders via dividends and share repurchases
|
•
|
Completed migrations of our mid-market clients to latest version of Workforce Now
|
•
|
Executed on a VERP and created a Transformation Office to continue driving broad-based transformation initiatives
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||||||||
|
|
June 30,
|
|
As Reported
|
|
Constant Currency Basis
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
13,325.8
|
|
|
$
|
12,379.8
|
|
|
$
|
11,667.8
|
|
|
8
|
%
|
|
6
|
%
|
|
7
|
%
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
6,937.9
|
|
|
6,416.1
|
|
|
6,025.0
|
|
|
8
|
%
|
|
6
|
%
|
|
7
|
%
|
|
7
|
%
|
|||
Systems development and programming costs
|
|
630.2
|
|
|
627.5
|
|
|
603.7
|
|
|
—
|
%
|
|
4
|
%
|
|
(1
|
)%
|
|
4
|
%
|
|||
Depreciation and amortization
|
|
274.5
|
|
|
226.2
|
|
|
211.6
|
|
|
21
|
%
|
|
7
|
%
|
|
20
|
%
|
|
7
|
%
|
|||
Total costs of revenues
|
|
7,842.6
|
|
|
7,269.8
|
|
|
6,840.3
|
|
|
8
|
%
|
|
6
|
%
|
|
7
|
%
|
|
7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative costs
|
|
2,971.5
|
|
|
2,783.2
|
|
|
2,637.0
|
|
|
7
|
%
|
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
|||
Interest expense
|
|
102.7
|
|
|
80.0
|
|
|
56.2
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|||
Total expenses
|
|
10,916.8
|
|
|
10,133.0
|
|
|
9,533.5
|
|
|
8
|
%
|
|
6
|
%
|
|
7
|
%
|
|
7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other expense/(income), net
|
|
237.9
|
|
|
(284.3
|
)
|
|
(100.4
|
)
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations before income taxes
|
|
$
|
2,171.1
|
|
|
$
|
2,531.1
|
|
|
$
|
2,234.7
|
|
|
(14
|
)%
|
|
13
|
%
|
|
(15
|
)%
|
|
13
|
%
|
Margin
|
|
16.3
|
%
|
|
20.4
|
%
|
|
19.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for income taxes
|
|
$
|
550.3
|
|
|
$
|
797.7
|
|
|
$
|
741.3
|
|
|
(31
|
)%
|
|
8
|
%
|
|
(32
|
)%
|
|
7
|
%
|
Effective tax rate
|
|
25.3
|
%
|
|
31.5
|
%
|
|
33.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,620.8
|
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
(6
|
)%
|
|
16
|
%
|
|
(8
|
)%
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share from continuing operations
|
|
$
|
3.66
|
|
|
$
|
3.85
|
|
|
$
|
3.25
|
|
|
(5
|
)%
|
|
18
|
%
|
|
(6
|
)%
|
|
18
|
%
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||||||||
|
|
June 30,
|
|
As Reported
|
|
Constant Currency Basis (h)
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,620.8
|
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
(6
|
)%
|
|
16
|
%
|
|
(8
|
)%
|
|
16
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for income taxes
|
|
550.3
|
|
|
797.7
|
|
|
741.3
|
|
|
|
|
|
|
|
|
|
|||||||
All other interest expense (a)
|
|
59.4
|
|
|
59.3
|
|
|
47.9
|
|
|
|
|
|
|
|
|
|
|||||||
All other interest income (a)
|
|
(25.5
|
)
|
|
(22.4
|
)
|
|
(13.6
|
)
|
|
|
|
|
|
|
|
|
|||||||
Gain on sale of businesses
|
|
—
|
|
|
(205.4
|
)
|
|
(29.1
|
)
|
|
|
|
|
|
|
|
|
|||||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(13.9
|
)
|
|
|
|
|
|
|
|
|
|||||||
Transformation initiatives (b)
|
|
404.8
|
|
|
85.0
|
|
|
48.2
|
|
|
|
|
|
|
|
|
|
|||||||
Proxy contest matters (c)
|
|
33.3
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBIT from continuing operations
|
|
$
|
2,643.1
|
|
|
$
|
2,447.6
|
|
|
$
|
2,274.2
|
|
|
8
|
%
|
|
8
|
%
|
|
7
|
%
|
|
7
|
%
|
Adjusted EBIT Margin
|
|
19.8
|
%
|
|
19.8
|
%
|
|
19.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for income taxes
|
|
$
|
550.3
|
|
|
$
|
797.7
|
|
|
$
|
741.3
|
|
|
(31
|
)%
|
|
8
|
%
|
|
(32
|
)%
|
|
7
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of businesses (d)
|
|
—
|
|
|
(84.0
|
)
|
|
(7.3
|
)
|
|
|
|
|
|
|
|
|
|||||||
Gain on sale of assets (e)
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
|
|
|
|
|
|
|
|||||||
Transformation initiatives (e)
|
|
122.1
|
|
|
32.0
|
|
|
16.4
|
|
|
|
|
|
|
|
|
|
|||||||
Proxy contest matters (c)
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Tax Cuts and Jobs Act (f)
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted provision for income taxes
|
|
$
|
681.1
|
|
|
$
|
745.7
|
|
|
$
|
745.1
|
|
|
(9
|
)%
|
|
—
|
%
|
|
(10
|
)%
|
|
—
|
%
|
Adjusted effective tax rate (g)
|
|
26.1
|
%
|
|
30.9
|
%
|
|
33.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
|
$
|
1,620.8
|
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
(6
|
)%
|
|
16
|
%
|
|
(8
|
)%
|
|
16
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of businesses
|
|
—
|
|
|
(205.4
|
)
|
|
(29.1
|
)
|
|
|
|
|
|
|
|
|
|||||||
Provision for income taxes on gain on sale of business (d)
|
|
—
|
|
|
84.0
|
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|||||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(13.9
|
)
|
|
|
|
|
|
|
|
|
|||||||
Provision for income taxes on gain on sale of assets (e)
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|
|
|
|
|
|
|
|
|||||||
Transformation initiatives (b)
|
|
404.8
|
|
|
85.0
|
|
|
48.2
|
|
|
|
|
|
|
|
|
|
|||||||
Income tax benefit for transformation initiatives (e)
|
|
(122.1
|
)
|
|
(32.0
|
)
|
|
(16.4
|
)
|
|
|
|
|
|
|
|
|
|||||||
Proxy contest matters (c)
|
|
33.3
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Income tax benefit for proxy contest matters (e)
|
|
(10.4
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Tax Cuts and Jobs Act (f)
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted net earnings from continuing operations
|
|
$
|
1,928.1
|
|
|
$
|
1,665.0
|
|
|
$
|
1,494.8
|
|
|
16
|
%
|
|
11
|
%
|
|
15
|
%
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share from continuing operations
|
|
$
|
3.66
|
|
|
$
|
3.85
|
|
|
$
|
3.25
|
|
|
(5
|
)%
|
|
18
|
%
|
|
(6
|
)%
|
|
18
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of businesses
|
|
—
|
|
|
(0.27
|
)
|
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|||||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|||||||
Transformation initiatives (b)
|
|
0.64
|
|
|
0.12
|
|
|
0.07
|
|
|
|
|
|
|
|
|
|
|||||||
Proxy contest matters (c)
|
|
0.05
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Tax Cuts and Jobs Act (f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted diluted earnings per share from continuing operations
|
|
$
|
4.35
|
|
|
$
|
3.70
|
|
|
$
|
3.26
|
|
|
18
|
%
|
|
13
|
%
|
|
16
|
%
|
|
13
|
%
|
(In millions)
|
|
|
|
|
|
|
||||||
Years ended June 30,
|
|
2018
|
|
2017
|
|
$ Change
|
||||||
Interest income on corporate funds
|
|
$
|
(83.5
|
)
|
|
$
|
(76.7
|
)
|
|
$
|
6.8
|
|
Realized gains on available-for-sale securities
|
|
(2.0
|
)
|
|
(5.3
|
)
|
|
(3.3
|
)
|
|||
Realized losses on available-for-sale securities
|
|
4.5
|
|
|
3.1
|
|
|
(1.4
|
)
|
|||
Gain on sale of businesses (see Note 3 of the Consolidated Financial Statements)
|
|
—
|
|
|
(205.4
|
)
|
|
(205.4
|
)
|
|||
Gain on sale of assets
|
|
(0.7
|
)
|
|
—
|
|
|
0.7
|
|
|||
Voluntary Early Retirement Program (see Note 11 of the Consolidated Financial Statements)
|
|
319.6
|
|
|
—
|
|
|
(319.6
|
)
|
|||
Other expense/(income), net
|
|
$
|
237.9
|
|
|
$
|
(284.3
|
)
|
|
$
|
(522.2
|
)
|
(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 assets
|
|
—
|
|
|
(13.9
|
)
|
|
(13.9
|
)
|
|||
Other income, net
|
|
$
|
(284.3
|
)
|
|
$
|
(100.4
|
)
|
|
$
|
183.9
|
|
|
|
Years Ended
|
|
% Change
|
||||||||||||||||||||
|
|
June 30,
|
|
As Reported
|
|
Constant Currency Basis
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||
Employer Services
|
|
$
|
10,057.8
|
|
|
$
|
9,535.2
|
|
|
$
|
9,211.9
|
|
|
5
|
%
|
|
4
|
%
|
|
4
|
%
|
|
4
|
%
|
PEO Services
|
|
3,896.6
|
|
|
3,483.6
|
|
|
3,073.1
|
|
|
12
|
%
|
|
13
|
%
|
|
12
|
%
|
|
13
|
%
|
|||
Other
|
|
(9.4
|
)
|
|
(10.6
|
)
|
|
1.9
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|||
Reconciling item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Client fund interest
|
|
(619.2
|
)
|
|
(628.4
|
)
|
|
(619.1
|
)
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|||
|
|
$
|
13,325.8
|
|
|
$
|
12,379.8
|
|
|
$
|
11,667.8
|
|
|
8
|
%
|
|
6
|
%
|
|
7
|
%
|
|
6
|
%
|
(In millions)
|
|
Years ended June 30,
|
|
$ Change
|
||||||||||||||||
|
|
2018
|
|
2017
*As Adjusted
|
|
2016
*As Adjusted
|
|
2018
|
|
2017
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
2,515.2
|
|
|
$
|
2,125.9
|
|
|
$
|
1,897.3
|
|
|
$
|
389.3
|
|
|
$
|
228.6
|
|
Investing activities
|
|
(2,504.6
|
)
|
|
(1,113.2
|
)
|
|
(869.0
|
)
|
|
(1,391.4
|
)
|
|
(244.2
|
)
|
|||||
Financing activities
|
|
(1,655.9
|
)
|
|
(8,281.7
|
)
|
|
8,752.7
|
|
|
6,625.8
|
|
|
(17,034.4
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents
|
|
5.8
|
|
|
(8.0
|
)
|
|
(8.7
|
)
|
|
13.8
|
|
|
0.7
|
|
|||||
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents
|
|
$
|
(1,639.5
|
)
|
|
$
|
(7,277.0
|
)
|
|
$
|
9,772.3
|
|
|
$
|
5,637.5
|
|
|
$
|
(17,049.3
|
)
|
(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)
|
|
$
|
58.4
|
|
|
$
|
1,105.2
|
|
|
$
|
69.4
|
|
|
$
|
1,089.4
|
|
|
$
|
—
|
|
|
$
|
2,322.4
|
|
Operating Lease Obligations (2)
|
|
$
|
107.1
|
|
|
$
|
179.2
|
|
|
$
|
106.5
|
|
|
$
|
146.7
|
|
|
$
|
—
|
|
|
$
|
539.5
|
|
Purchase Obligations (3)
|
|
$
|
363.0
|
|
|
$
|
194.8
|
|
|
$
|
18.4
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
576.3
|
|
Obligations Related to Unrecognized
Tax Benefits (4)
|
|
$
|
23.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21.8
|
|
|
$
|
45.2
|
|
Other Long-Term Liabilities Reflected
on our Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation and Benefits (5)
|
|
$
|
18.5
|
|
|
$
|
250.5
|
|
|
$
|
112.7
|
|
|
$
|
223.8
|
|
|
$
|
95.0
|
|
|
$
|
700.5
|
|
Acquisition-related obligations (6)
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
Total
|
|
$
|
573.1
|
|
|
$
|
1,732.4
|
|
|
$
|
307.0
|
|
|
$
|
1,460.0
|
|
|
$
|
116.8
|
|
|
$
|
4,189.3
|
|
(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
$218.0 million
reinsurance premium with Chubb for the fiscal
2019
policy year, as well as obligations related to software subscription licenses and purchase and maintenance agreements on our software, equipment, and other assets.
|
(4)
|
Based on current estimates, we expect to make cash payments up to
$23.4 million
in the next twelve months for obligations related to unrecognized tax benefits across various jurisdictions and tax periods. For
$21.8 million
of obligations related to unrecognized tax benefits we are unable to make reasonably reliable estimates as to the period in which cash payments 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
$8.3 million
in fiscal
2019
.
|
(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 (losses)/gains on available-for-sale securities
|
|
$
|
(355.7
|
)
|
|
$
|
102.5
|
|
|
$
|
510.2
|
|
|
|
|
|
|
|
|
||||||
Total available-for-sale securities at fair value
|
|
$
|
22,776.2
|
|
|
$
|
21,901.1
|
|
|
$
|
21,605.0
|
|
/s/ Deloitte & Touche LLP
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Revenues, other than interest on funds held
for clients and PEO revenues
|
|
$
|
8,985.2
|
|
|
$
|
8,518.1
|
|
|
$
|
8,234.0
|
|
Interest on funds held for clients
|
|
466.5
|
|
|
397.4
|
|
|
377.3
|
|
|||
PEO revenues (A)
|
|
3,874.1
|
|
|
3,464.3
|
|
|
3,056.5
|
|
|||
TOTAL REVENUES
|
|
13,325.8
|
|
|
12,379.8
|
|
|
11,667.8
|
|
|||
|
|
|
|
|
|
|
||||||
EXPENSES:
|
|
|
|
|
|
|
|
|
||||
Costs of revenues:
|
|
|
|
|
|
|
|
|
||||
Operating expenses
|
|
6,937.9
|
|
|
6,416.1
|
|
|
6,025.0
|
|
|||
Systems development and programming costs
|
|
630.2
|
|
|
627.5
|
|
|
603.7
|
|
|||
Depreciation and amortization
|
|
274.5
|
|
|
226.2
|
|
|
211.6
|
|
|||
TOTAL COSTS OF REVENUES
|
|
7,842.6
|
|
|
7,269.8
|
|
|
6,840.3
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general, and administrative expenses
|
|
2,971.5
|
|
|
2,783.2
|
|
|
2,637.0
|
|
|||
Interest expense
|
|
102.7
|
|
|
80.0
|
|
|
56.2
|
|
|||
TOTAL EXPENSES
|
|
10,916.8
|
|
|
10,133.0
|
|
|
9,533.5
|
|
|||
|
|
|
|
|
|
|
||||||
Other expense/(income), net
|
|
237.9
|
|
|
(284.3
|
)
|
|
(100.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES
|
|
2,171.1
|
|
|
2,531.1
|
|
|
2,234.7
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
550.3
|
|
|
797.7
|
|
|
741.3
|
|
|||
NET EARNINGS FROM CONTINUING OPERATIONS
|
|
$
|
1,620.8
|
|
|
$
|
1,733.4
|
|
|
$
|
1,493.4
|
|
|
|
|
|
|
|
|
||||||
LOSSES FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||
NET LOSS FROM DISCONTINUED OPERATIONS
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
|
|
|
|
|
|
||||||
NET EARNINGS
|
|
$
|
1,620.8
|
|
|
$
|
1,733.4
|
|
|
$
|
1,492.5
|
|
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share from Continuing Operations
|
|
$
|
3.68
|
|
|
$
|
3.87
|
|
|
$
|
3.27
|
|
Basic Earnings Per Share from Discontinued Operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
BASIC EARNINGS PER SHARE
|
|
$
|
3.68
|
|
|
$
|
3.87
|
|
|
$
|
3.27
|
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share from Continuing Operations
|
|
$
|
3.66
|
|
|
$
|
3.85
|
|
|
$
|
3.25
|
|
Diluted Earnings Per Share from Discontinued Operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
DILUTED EARNINGS PER SHARE
|
|
$
|
3.66
|
|
|
$
|
3.85
|
|
|
$
|
3.25
|
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
|
440.6
|
|
|
447.8
|
|
|
457.0
|
|
|||
Diluted weighted average shares outstanding
|
|
443.3
|
|
|
450.3
|
|
|
459.1
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,620.8
|
|
|
$
|
1,733.4
|
|
|
$
|
1,492.5
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income/loss:
|
|
|
|
|
|
|
||||||
Currency translation adjustments
|
|
2.8
|
|
|
23.0
|
|
|
(25.5
|
)
|
|||
|
|
|
|
|
|
|
||||||
Unrealized net (losses)/gains on available-for-sale securities
|
|
(460.7
|
)
|
|
(405.7
|
)
|
|
288.8
|
|
|||
Tax effect
|
|
123.4
|
|
|
141.6
|
|
|
(102.2
|
)
|
|||
Reclassification of net losses/(gains) on available-for-sale securities to net earnings
|
|
2.7
|
|
|
(2.2
|
)
|
|
5.0
|
|
|||
Tax effect
|
|
(0.6
|
)
|
|
0.8
|
|
|
(1.7
|
)
|
|||
|
|
|
|
|
|
|
||||||
Pension net gains/(losses) arising during the year
|
|
87.0
|
|
|
109.6
|
|
|
(199.4
|
)
|
|||
Tax effect
|
|
(18.7
|
)
|
|
(43.6
|
)
|
|
72.9
|
|
|||
Reclassification of pension liability adjustment to net earnings
|
|
9.3
|
|
|
20.6
|
|
|
12.0
|
|
|||
Tax effect
|
|
(4.5
|
)
|
|
(8.2
|
)
|
|
(4.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive (loss)/income, net of tax
|
|
(259.3
|
)
|
|
(164.1
|
)
|
|
45.5
|
|
|||
Comprehensive income
|
|
$
|
1,361.5
|
|
|
$
|
1,569.3
|
|
|
$
|
1,538.0
|
|
June 30,
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,170.0
|
|
|
$
|
2,780.4
|
|
Accounts receivable, net of allowance for doubtful accounts of $51.3 and $49.6, respectively
|
|
1,984.2
|
|
|
1,703.6
|
|
||
Other current assets
|
|
758.0
|
|
|
883.2
|
|
||
Total current assets before funds held for clients
|
|
4,912.2
|
|
|
5,367.2
|
|
||
Funds held for clients
|
|
27,137.8
|
|
|
27,291.5
|
|
||
Total current assets
|
|
32,050.0
|
|
|
32,658.7
|
|
||
Long-term receivables, net of allowance for doubtful accounts of $0.5 and $0.8, respectively
|
|
25.5
|
|
|
28.0
|
|
||
Property, plant and equipment, net
|
|
793.7
|
|
|
779.9
|
|
||
Other assets
|
|
1,089.6
|
|
|
1,352.2
|
|
||
Goodwill
|
|
2,243.5
|
|
|
1,741.0
|
|
||
Intangible assets, net
|
|
886.4
|
|
|
620.2
|
|
||
Total assets
|
|
$
|
37,088.7
|
|
|
$
|
37,180.0
|
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
135.4
|
|
|
$
|
149.7
|
|
Accrued expenses and other current liabilities
|
|
1,547.7
|
|
|
1,381.9
|
|
||
Accrued payroll and payroll-related expenses
|
|
667.7
|
|
|
562.5
|
|
||
Dividends payable
|
|
298.9
|
|
|
250.5
|
|
||
Short-term deferred revenues
|
|
226.5
|
|
|
232.9
|
|
||
Income taxes payable
|
|
43.9
|
|
|
49.0
|
|
||
Total current liabilities before client funds obligations
|
|
2,920.1
|
|
|
2,626.5
|
|
||
Client funds obligations
|
|
27,493.5
|
|
|
27,189.4
|
|
||
Total current liabilities
|
|
30,413.6
|
|
|
29,815.9
|
|
||
Long-term debt
|
|
2,002.4
|
|
|
2,002.4
|
|
||
Other liabilities
|
|
728.0
|
|
|
830.2
|
|
||
Deferred income taxes
|
|
107.3
|
|
|
163.1
|
|
||
Long-term deferred revenues
|
|
377.8
|
|
|
391.4
|
|
||
Total liabilities
|
|
33,629.1
|
|
|
33,203.0
|
|
||
|
|
|
|
|
||||
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, 2018 and June 30, 2017;
outstanding, 438.8 and 445.0 shares at June 30, 2018 and June 30, 2017, respectively |
|
63.9
|
|
|
63.9
|
|
||
Capital in excess of par value
|
|
1,014.8
|
|
|
867.8
|
|
||
Retained earnings
|
|
15,271.3
|
|
|
14,728.2
|
|
||
Treasury stock - at cost: 199.9 and 193.7 shares at June 30, 2018 and June 30, 2017, respectively
|
|
(12,209.6
|
)
|
|
(11,303.7
|
)
|
||
Accumulated other comprehensive loss
|
|
(680.8
|
)
|
|
(379.2
|
)
|
||
Total stockholders’ equity
|
|
3,459.6
|
|
|
3,977.0
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
37,088.7
|
|
|
$
|
37,180.0
|
|
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income/(Loss)
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
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
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,620.8
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(259.3
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
145.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuances relating to stock compensation plans
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
144.5
|
|
|
—
|
|
|||||
Treasury stock acquired (8.5 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,050.4
|
)
|
|
—
|
|
|||||
Other (see Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.3
|
|
|
—
|
|
|
(42.3
|
)
|
|||||
Dividends ($2.52 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,120.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance at June 30, 2018
|
|
638.7
|
|
|
$
|
63.9
|
|
|
$
|
1,014.8
|
|
|
$
|
15,271.3
|
|
|
$
|
(12,209.6
|
)
|
|
$
|
(680.8
|
)
|
Years ended June 30,
|
|
2018
|
|
2017
*As Adjusted
|
|
2016
*As Adjusted
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,620.8
|
|
|
$
|
1,733.4
|
|
|
$
|
1,492.5
|
|
Adjustments to reconcile net earnings to cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
377.6
|
|
|
316.1
|
|
|
288.6
|
|
|||
Deferred income taxes
|
|
0.5
|
|
|
10.0
|
|
|
0.7
|
|
|||
Stock-based compensation expense
|
|
175.4
|
|
|
138.9
|
|
|
137.6
|
|
|||
Net pension expense
|
|
330.4
|
|
|
24.2
|
|
|
17.7
|
|
|||
Net amortization of premiums and accretion of discounts on available-for-sale securities
|
|
71.5
|
|
|
85.9
|
|
|
94.1
|
|
|||
Gain on sale of assets
|
|
(0.4
|
)
|
|
—
|
|
|
(13.9
|
)
|
|||
Gain on sale of divested businesses, net of tax
|
|
—
|
|
|
(121.4
|
)
|
|
(21.8
|
)
|
|||
Other
|
|
31.9
|
|
|
37.1
|
|
|
30.7
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses:
|
|
|
|
|
|
|
|
|
||||
(Increase)/decrease in accounts receivable
|
|
(291.8
|
)
|
|
23.4
|
|
|
(224.6
|
)
|
|||
Decrease/(increase) in other assets
|
|
93.5
|
|
|
(269.1
|
)
|
|
(108.9
|
)
|
|||
Decrease in accounts payable
|
|
(1.9
|
)
|
|
(11.6
|
)
|
|
(15.9
|
)
|
|||
Increase in accrued expenses and other liabilities
|
|
107.7
|
|
|
159.0
|
|
|
220.5
|
|
|||
Net cash flows provided by operating activities
|
|
2,515.2
|
|
|
2,125.9
|
|
|
1,897.3
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
||||
Purchases of corporate and client funds marketable securities
|
|
(4,876.8
|
)
|
|
(4,382.8
|
)
|
|
(5,876.3
|
)
|
|||
Proceeds from the sales and maturities of corporate and client funds marketable securities
|
|
3,455.0
|
|
|
3,593.6
|
|
|
5,215.4
|
|
|||
Capital expenditures
|
|
(206.1
|
)
|
|
(240.2
|
)
|
|
(168.5
|
)
|
|||
Additions to intangibles
|
|
(264.7
|
)
|
|
(230.4
|
)
|
|
(217.5
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
|
(612.4
|
)
|
|
(87.4
|
)
|
|
—
|
|
|||
Proceeds from the sale of property, plant, and equipment and other assets
|
|
0.4
|
|
|
—
|
|
|
15.7
|
|
|||
Proceeds from the sale of divested businesses
|
|
—
|
|
|
234.0
|
|
|
162.2
|
|
|||
Net cash flows used in investing activities
|
|
(2,504.6
|
)
|
|
(1,113.2
|
)
|
|
(869.0
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
||||
Net increase/(decrease) in client funds obligations
|
|
340.4
|
|
|
(6,120.6
|
)
|
|
8,803.3
|
|
|||
Proceeds from debt issuance
|
|
—
|
|
|
—
|
|
|
1,998.3
|
|
|||
Payments of debt
|
|
(7.3
|
)
|
|
(2.0
|
)
|
|
(1.5
|
)
|
|||
Repurchases of common stock
|
|
(989.3
|
)
|
|
(1,259.6
|
)
|
|
(1,155.7
|
)
|
|||
Net proceeds from stock purchase plan and stock-based compensation plans
|
|
69.3
|
|
|
95.7
|
|
|
75.3
|
|
|||
Dividends paid
|
|
(1,063.7
|
)
|
|
(995.2
|
)
|
|
(943.6
|
)
|
|||
Other
|
|
(5.3
|
)
|
|
—
|
|
|
(23.4
|
)
|
|||
Net cash flows (used in)/provided by financing activities
|
|
(1,655.9
|
)
|
|
(8,281.7
|
)
|
|
8,752.7
|
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents
|
|
5.8
|
|
|
(8.0
|
)
|
|
(8.7
|
)
|
|||
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents
|
|
(1,639.5
|
)
|
|
(7,277.0
|
)
|
|
9,772.3
|
|
|||
|
|
|
|
|
|
|
||||||
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of year
|
|
8,181.6
|
|
|
15,458.6
|
|
|
5,686.3
|
|
|||
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year
|
|
$
|
6,542.1
|
|
|
$
|
8,181.6
|
|
|
$
|
15,458.6
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Consolidated Balance Sheets
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
2,170.0
|
|
|
$
|
2,780.4
|
|
|
$
|
3,191.1
|
|
Restricted cash and restricted cash equivalents included in funds held for clients (A)
|
|
4,372.1
|
|
|
5,401.2
|
|
|
12,267.5
|
|
|||
Total cash, cash equivalents, restricted cash, and restricted cash equivalents
|
|
$
|
6,542.1
|
|
|
$
|
8,181.6
|
|
|
$
|
15,458.6
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
100.5
|
|
|
$
|
78.1
|
|
|
$
|
37.5
|
|
Cash paid for income taxes, net of income tax refunds
|
|
$
|
529.7
|
|
|
$
|
817.1
|
|
|
$
|
651.6
|
|
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
|
||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net earnings from continuing operations
|
|
$
|
1,620.8
|
|
|
|
|
|
|
|
|
$
|
1,620.8
|
|
Weighted average shares (in millions)
|
|
440.6
|
|
|
1.1
|
|
|
1.6
|
|
|
443.3
|
|
||
EPS from continuing operations
|
|
$
|
3.68
|
|
|
|
|
|
|
|
|
$
|
3.66
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
Year Ended
|
||||||||||
|
June 30, 2017
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As adjusted
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Net decrease / (increase) in restricted cash and cash equivalents held to satisfy client funds obligations
|
$
|
6,843.6
|
|
|
$
|
(6,843.6
|
)
|
|
$
|
—
|
|
Net cash flows provided by/ (used in) investing activities
|
5,730.4
|
|
|
(6,843.6
|
)
|
|
(1,113.2
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents
|
14.7
|
|
|
(22.7
|
)
|
|
(8.0
|
)
|
|||
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents
|
(410.7
|
)
|
|
(6,866.3
|
)
|
|
(7,277.0
|
)
|
|||
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year
|
$
|
2,780.4
|
|
|
$
|
5,401.2
|
|
|
$
|
8,181.6
|
|
|
|
|
|
|
|
||||||
|
Year Ended
|
||||||||||
|
June 30, 2016
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As adjusted
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Net (increase) / decrease in restricted cash and cash equivalents held to satisfy client funds obligations
|
$
|
(8,218.2
|
)
|
|
$
|
8,218.2
|
|
|
$
|
—
|
|
Net cash flows (used in)/ provided by investing activities
|
(9,087.2
|
)
|
|
8,218.2
|
|
|
(869.0
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents
|
(11.0
|
)
|
|
2.3
|
|
|
(8.7
|
)
|
|||
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents
|
1,551.8
|
|
|
8,220.5
|
|
|
9,772.3
|
|
|||
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year
|
$
|
3,191.1
|
|
|
$
|
12,267.5
|
|
|
$
|
15,458.6
|
|
Standard
|
Description
|
Effective Date
|
Effect on Financial Statements or Other Significant Matters
|
ASU 2017-07
Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost
|
This standard requires reporting the service cost component in the same line item or items as other compensation costs arising during the period in the Statements of Consolidated Earnings. The other components of net periodic pension cost are required to be presented in the Statements of Consolidated Earnings separately from the service cost component. Such changes are to be applied retrospectively from the date of adoption. The ASU also allows only the service cost component to be eligible for capitalization, when applicable, prospectively from the date of adoption.
|
For fiscal years beginning after December 15, 2017. Early adoption is permitted.
|
The Company will adopt ASU 2017-07 beginning on July 1, 2018. This ASU will be applied retrospectively and will require the reclassification of the non-service cost components of the net periodic benefit cost from within the respective line items of our Statements of Consolidated Earnings to Other expense/(income), net. Also, the requirement set forth under this ASU only allows the service cost component of net periodic benefit cost to be capitalized. Refer to the table below for a summary of the reclassification required, as a result of this change, on the Company's consolidated results of operations for the years ended June 30, 2018 and 2017. The adoption of the new accounting rules only impacts the classification of expenses on the Statements of Consolidated Earnings with no impact to consolidated income, the Company’s statements of financial condition, or cash flows.
|
ASU 2016-02
Leases (Topic 842)
|
This update amends the existing accounting standards for lease accounting, and requires lessees to recognize most lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. This ASU requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application.
|
For fiscal years beginning after December 15, 2018. Early adoption is permitted.
|
The Company will adopt ASU 2016-02 beginning on July 1, 2019. The Company has not yet determined the impact of this ASU on its consolidated results of operations, financial condition, or cash flows.
|
Standard
|
Description
|
Effective Date
|
Effect on Financial Statements or Other Significant Matters
|
ASU 2014-09
Revenue from Contracts with Customers (Topic 606)
|
This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance, and has since issued additional amendments to ASU 2014-09. These new standards require an entity to recognize revenue depicting the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standards will also result in enhanced revenue related disclosures. Entities have the option to apply the new guidance under a retrospective approach to each prior reporting period presented or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the Statements of Consolidated Financial Position.
|
For fiscal years beginning after December 15, 2017. Early adoption is permitted.
|
The Company has been assessing the impact of the new revenue recognition standard on its relationships with its clients. In fiscal 2017, the Company determined it will not early adopt the standard, and instead will adopt the new standard in its fiscal year beginning on July 1, 2018 and will apply the guidance under the full retrospective approach. The Company is complete with its comprehensive diagnostic of the measurement and recognition provisions of the new standard. The provisions of the new standard will primarily impact the manner in which the Company treats certain costs to fulfill contracts (i.e., implementation costs) and costs to acquire new contracts (i.e., selling costs). The provisions of the new standard will require the Company to capitalize and amortize additional implementation costs than those capitalized and amortized under current U.S. GAAP. Further, under current U.S. GAAP, the Company immediately expenses all selling expenses. The provisions of the new standard will require that the Company capitalize incremental selling expenses such as commissions and bonuses paid to the sales force for obtaining contracts with new clients and/or selling additional business to current clients. These capitalized expenses will be amortized over the expected client life and will result in a significant increase to our total assets of approximately $1.7 billion. While the Company grows, the impact of deferring and amortizing additional costs creates higher overall pre-tax income, net earnings, and earnings per share, when compared to current U.S. GAAP. The provisions of the new standard will not materially impact the timing or amount of revenue the Company recognizes.
The Company is substantially complete in determining the impacts of all the disclosure requirements. The Company expects to disaggregate its revenue by its three strategic pillars (U.S. Integrated HCM Solutions, U.S. HRBPO Solutions and Global Solutions) with separate disaggregation for PEO pass-through revenues and Client Fund Interest revenues. Additionally, while the Company is in the process of assessing its accounting and forecasting processes to ensure its ability to record, report, forecast, and analyze results under the new standard, it is not expecting significant changes to its business processes or systems.
As a result of this change, within the tables below, the Company preliminarily estimates the following impact to its consolidated results of operations for the years ended June 30, 2018 and 2017:
|
|
Year Ended
|
||||||||||||||
|
June 30, 2018
|
||||||||||||||
|
As reported
|
|
Adjustments
ASC 606
|
|
Adjustments
ASU 2017-07
|
|
As adjusted
|
||||||||
Revenues, other than interest on funds held for clients and PEO revenues
|
$
|
8,985.2
|
|
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
|
$
|
8,983.4
|
|
Interest on funds held for clients
|
$
|
466.5
|
|
|
|
|
|
|
$
|
466.5
|
|
||||
PEO revenues
|
3,874.1
|
|
|
3.5
|
|
|
—
|
|
|
3,877.6
|
|
||||
TOTAL REVENUES
|
13,325.8
|
|
|
1.7
|
|
|
—
|
|
|
13,327.5
|
|
||||
Operating expenses
|
6,937.9
|
|
|
(74.0
|
)
|
|
37.2
|
|
|
6,901.1
|
|
||||
Systems development and programming costs
|
630.2
|
|
|
—
|
|
|
7.6
|
|
|
637.8
|
|
||||
Selling, general, and administrative expenses
|
2,971.5
|
|
|
(35.8
|
)
|
|
21.2
|
|
|
2,956.9
|
|
||||
Total Expenses
|
10,916.8
|
|
|
(109.8
|
)
|
|
66.0
|
|
|
10,873.0
|
|
||||
Other expense/(income), net
|
237.9
|
|
|
|
|
(66.0
|
)
|
|
171.9
|
|
|||||
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
2,171.1
|
|
|
111.5
|
|
|
—
|
|
|
2,282.6
|
|
||||
Provision for income taxes
|
550.3
|
|
|
(165.6
|
)
|
*
|
—
|
|
|
384.7
|
|
||||
NET EARNINGS FROM CONTINUING OPERATIONS
|
$
|
1,620.8
|
|
|
$
|
277.1
|
|
|
$
|
—
|
|
|
$
|
1,897.9
|
|
|
Year Ended
|
||||||||||||||
|
June 30, 2017
|
||||||||||||||
|
As reported
|
|
Adjustments
ASC 606
|
|
Adjustments
ASU 2017-07
|
|
As adjusted
|
||||||||
Revenues, other than interest on funds held for clients and PEO revenues
|
$
|
8,518.1
|
|
|
$
|
(8.0
|
)
|
|
$
|
—
|
|
|
$
|
8,510.1
|
|
Interest on funds held for clients
|
$
|
397.4
|
|
|
|
|
|
|
$
|
397.4
|
|
||||
PEO revenues
|
3,464.3
|
|
|
0.3
|
|
|
—
|
|
|
3,464.6
|
|
||||
TOTAL REVENUES
|
12,379.8
|
|
|
(7.7
|
)
|
|
—
|
|
|
12,372.1
|
|
||||
Operating expenses
|
6,416.1
|
|
|
(63.5
|
)
|
|
33.8
|
|
|
6,386.4
|
|
||||
Systems development and programming costs
|
627.5
|
|
|
—
|
|
|
6.6
|
|
|
634.1
|
|
||||
Selling, general, and administrative expenses
|
2,783.2
|
|
|
(30.0
|
)
|
|
18.7
|
|
|
2,771.9
|
|
||||
Total Expenses
|
10,133.0
|
|
|
(93.5
|
)
|
|
59.1
|
|
|
10,098.6
|
|
||||
Other expense/(income), net
|
(284.3
|
)
|
|
—
|
|
|
(59.1
|
)
|
|
(343.4
|
)
|
||||
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
2,531.1
|
|
|
85.8
|
|
|
—
|
|
|
2,616.9
|
|
||||
Provision for income taxes
|
797.7
|
|
|
31.4
|
|
|
—
|
|
|
829.1
|
|
||||
NET EARNINGS FROM CONTINUING OPERATIONS
|
$
|
1,733.4
|
|
|
$
|
54.4
|
|
|
$
|
—
|
|
|
$
|
1,787.8
|
|
Goodwill
|
$
|
406.1
|
|
Identifiable intangible assets
|
132.5
|
|
|
Other assets
|
0.8
|
|
|
Total assets acquired
|
$
|
539.4
|
|
|
|
||
Total liabilities assumed
|
$
|
48.4
|
|
|
|
Year Ended
|
|
Cumulative amount from inception through
|
||||||||
|
|
June 30,
|
|
June 30,
|
||||||||
|
|
2018
|
|
2017
|
|
2018
|
||||||
Employee separation benefits (a)
|
|
$
|
15.4
|
|
|
$
|
84.1
|
|
|
$
|
99.5
|
|
Other initiative costs (b)
|
|
5.1
|
|
|
5.9
|
|
|
11.0
|
|
|||
Total (c)
|
|
$
|
20.5
|
|
|
$
|
90.0
|
|
|
$
|
110.5
|
|
|
|
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
|
|
Charged to expense
|
|
38.8
|
|
|
5.1
|
|
|
43.9
|
|
|||
Reversals
|
|
(23.4
|
)
|
|
—
|
|
|
(23.4
|
)
|
|||
Cash payments
|
|
(35.3
|
)
|
|
(4.4
|
)
|
|
(39.7
|
)
|
|||
Non-cash utilization
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|||
Balance at June 30, 2018
|
|
$
|
54.0
|
|
|
$
|
0.5
|
|
|
$
|
54.5
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income on corporate funds
|
|
$
|
(83.5
|
)
|
|
$
|
(76.7
|
)
|
|
$
|
(62.4
|
)
|
Realized gains on available-for-sale securities
|
|
(2.0
|
)
|
|
(5.3
|
)
|
|
(5.1
|
)
|
|||
Realized losses on available-for-sale securities
|
|
4.5
|
|
|
3.1
|
|
|
10.1
|
|
|||
Gain on sale of businesses (see Note 3)
|
|
—
|
|
|
(205.4
|
)
|
|
(29.1
|
)
|
|||
Gains on sale of assets
|
|
(0.7
|
)
|
|
—
|
|
|
(13.9
|
)
|
|||
Voluntary Early Retirement Program (see Note 11)
|
|
319.6
|
|
|
—
|
|
|
—
|
|
|||
Other expense/(income), net
|
|
$
|
237.9
|
|
|
$
|
(284.3
|
)
|
|
$
|
(100.4
|
)
|
|
June 30, 2018
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (A)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
||||||||
Money market securities, cash and other cash equivalents
|
$
|
6,542.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,542.1
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
9,819.4
|
|
|
20.3
|
|
|
(160.9
|
)
|
|
9,678.8
|
|
||||
Asset-backed securities
|
4,555.5
|
|
|
0.3
|
|
|
(64.1
|
)
|
|
4,491.7
|
|
||||
U.S. government agency securities
|
2,787.0
|
|
|
4.0
|
|
|
(47.7
|
)
|
|
2,743.3
|
|
||||
U.S. Treasury securities
|
2,678.9
|
|
|
0.4
|
|
|
(76.9
|
)
|
|
2,602.4
|
|
||||
Canadian government obligations and
Canadian government agency obligations |
1,109.0
|
|
|
0.4
|
|
|
(20.6
|
)
|
|
1,088.8
|
|
||||
Canadian provincial bonds
|
724.5
|
|
|
5.1
|
|
|
(7.4
|
)
|
|
722.2
|
|
||||
Municipal bonds
|
584.6
|
|
|
3.2
|
|
|
(4.3
|
)
|
|
583.5
|
|
||||
Other securities
|
873.0
|
|
|
3.0
|
|
|
(10.5
|
)
|
|
865.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total available-for-sale securities
|
23,131.9
|
|
|
36.7
|
|
|
(392.4
|
)
|
|
22,776.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total corporate investments and funds held for clients
|
$
|
29,674.0
|
|
|
$
|
36.7
|
|
|
$
|
(392.4
|
)
|
|
$
|
29,318.3
|
|
|
June 30, 2017
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (B)
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market securities, cash 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
|
|
||||
Asset-backed securities
|
4,453.1
|
|
|
16.9
|
|
|
(8.6
|
)
|
|
4,461.4
|
|
||||
U.S. government agency securities
|
3,557.7
|
|
|
22.2
|
|
|
(13.4
|
)
|
|
3,566.5
|
|
||||
U.S. Treasury securities
|
1,585.9
|
|
|
2.6
|
|
|
(14.3
|
)
|
|
1,574.2
|
|
||||
Canadian government obligations and
Canadian government agency obligations |
1,053.6
|
|
|
2.9
|
|
|
(11.4
|
)
|
|
1,045.1
|
|
||||
Canadian provincial bonds
|
746.9
|
|
|
14.3
|
|
|
(1.4
|
)
|
|
759.8
|
|
||||
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, 2018
|
||||||||||||||||||||||
|
Securities in unrealized loss position less than
12 months
|
|
Securities in unrealized loss position greater than 12 months
|
|
Total
|
||||||||||||||||||
|
Gross Unrealized
Losses |
|
Fair Market
Value |
|
Gross Unrealized
Losses |
|
Fair Market
Value |
|
Gross
Unrealized Losses |
|
Fair
Market Value |
||||||||||||
Corporate bonds
|
$
|
(118.2
|
)
|
|
$
|
7,132.9
|
|
|
$
|
(42.7
|
)
|
|
$
|
994.2
|
|
|
$
|
(160.9
|
)
|
|
$
|
8,127.1
|
|
Asset-backed securities
|
(47.4
|
)
|
|
3,515.9
|
|
|
(16.7
|
)
|
|
867.7
|
|
|
(64.1
|
)
|
|
4,383.6
|
|
||||||
U.S. government agency securities
|
(31.2
|
)
|
|
2,013.8
|
|
|
(16.5
|
)
|
|
431.1
|
|
|
(47.7
|
)
|
|
2,444.9
|
|
||||||
U.S. Treasury securities
|
(46.9
|
)
|
|
1,676.8
|
|
|
(30.0
|
)
|
|
864.0
|
|
|
(76.9
|
)
|
|
2,540.8
|
|
||||||
Canadian government obligations and
Canadian government agency obligations |
(20.6
|
)
|
|
1,020.3
|
|
|
—
|
|
|
—
|
|
|
(20.6
|
)
|
|
1,020.3
|
|
||||||
Canadian provincial bonds
|
(6.3
|
)
|
|
387.7
|
|
|
(1.1
|
)
|
|
50.4
|
|
|
(7.4
|
)
|
|
438.1
|
|
||||||
Municipal bonds
|
(3.6
|
)
|
|
285.8
|
|
|
(0.7
|
)
|
|
16.0
|
|
|
(4.3
|
)
|
|
301.8
|
|
||||||
Other securities
|
(9.2
|
)
|
|
573.3
|
|
|
(1.3
|
)
|
|
33.4
|
|
|
(10.5
|
)
|
|
606.7
|
|
||||||
|
$
|
(283.4
|
)
|
|
$
|
16,606.5
|
|
|
$
|
(109.0
|
)
|
|
$
|
3,256.8
|
|
|
$
|
(392.4
|
)
|
|
$
|
19,863.3
|
|
|
June 30, 2017
|
||||||||||||||||||||||
|
Securities in unrealized loss position less than
12 months
|
|
Securities in unrealized loss position greater than 12 months
|
|
Total
|
||||||||||||||||||
|
Gross Unrealized
Losses |
|
Fair Market
Value |
|
Gross Unrealized
Losses |
|
Fair Market
Value |
|
Gross
Unrealized Losses |
|
Fair
Market Value |
||||||||||||
Corporate bonds
|
$
|
(22.0
|
)
|
|
$
|
2,619.9
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
(22.0
|
)
|
|
$
|
2,627.3
|
|
Asset-backed securities
|
(8.5
|
)
|
|
1,916.1
|
|
|
(0.1
|
)
|
|
11.3
|
|
|
(8.6
|
)
|
|
1,927.4
|
|
||||||
U.S. government agency securities
|
(13.4
|
)
|
|
1,935.3
|
|
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
|
1,935.3
|
|
||||||
U.S. Treasury securities
|
(14.3
|
)
|
|
1,317.8
|
|
|
—
|
|
|
1.0
|
|
|
(14.3
|
)
|
|
1,318.8
|
|
||||||
Canadian government obligations and
Canadian government agency obligations |
(11.4
|
)
|
|
699.6
|
|
|
—
|
|
|
—
|
|
|
(11.4
|
)
|
|
699.6
|
|
||||||
Canadian provincial bonds
|
(1.4
|
)
|
|
179.8
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
179.8
|
|
||||||
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,
|
|
2018
|
|
2017
|
||||
Corporate investments:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,170.0
|
|
|
$
|
2,780.4
|
|
Short-term marketable securities (a)
|
|
3.3
|
|
|
3.2
|
|
||
Long-term marketable securities (b)
|
|
7.2
|
|
|
7.6
|
|
||
Total corporate investments
|
|
$
|
2,180.5
|
|
|
$
|
2,791.2
|
|
June 30,
|
|
2018
|
|
2017
|
||||
Funds held for clients:
|
|
|
|
|
||||
Restricted cash and cash equivalents held to satisfy client funds obligations
|
|
$
|
4,372.1
|
|
|
$
|
5,401.2
|
|
Restricted short-term marketable securities held to satisfy client funds obligations
|
|
2,521.4
|
|
|
2,918.5
|
|
||
Restricted long-term marketable securities held to satisfy client funds obligations
|
|
20,244.3
|
|
|
18,971.8
|
|
||
Total funds held for clients
|
|
$
|
27,137.8
|
|
|
$
|
27,291.5
|
|
One year or less
|
$
|
2,524.7
|
|
One year to two years
|
5,110.2
|
|
|
Two years to three years
|
5,533.9
|
|
|
Three years to four years
|
3,798.0
|
|
|
After four years
|
5,809.4
|
|
|
|
|
|
|
Total available-for-sale securities
|
$
|
22,776.2
|
|
June 30,
|
|
2018
|
|
2017
|
||||
Property, plant and equipment:
|
|
|
|
|
||||
Land and buildings
|
|
$
|
791.8
|
|
|
$
|
778.1
|
|
Data processing equipment
|
|
707.4
|
|
|
653.7
|
|
||
Furniture, leaseholds and other
|
|
637.1
|
|
|
599.6
|
|
||
|
|
2,136.3
|
|
|
2,031.4
|
|
||
Less: accumulated depreciation
|
|
(1,342.6
|
)
|
|
(1,251.5
|
)
|
||
Property, plant and equipment, net
|
|
$
|
793.7
|
|
|
$
|
779.9
|
|
|
Employer
Services
|
|
PEO
Services
|
|
Total
|
||||||
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
|
|
Additions and other adjustments
|
494.9
|
|
|
—
|
|
|
494.9
|
|
|||
Currency translation adjustments
|
7.6
|
|
|
—
|
|
|
7.6
|
|
|||
Balance at June 30, 2018
|
$
|
2,238.7
|
|
|
$
|
4.8
|
|
|
$
|
2,243.5
|
|
June 30,
|
|
2018
|
|
2017
|
||||
Intangible assets:
|
|
|
|
|
||||
Software and software licenses
|
|
$
|
2,292.9
|
|
|
$
|
1,975.2
|
|
Customer contracts and lists
|
|
708.6
|
|
|
614.1
|
|
||
Other intangibles
|
|
236.5
|
|
|
228.2
|
|
||
|
|
3,238.0
|
|
|
2,817.5
|
|
||
Less accumulated amortization:
|
|
|
|
|
|
|
||
Software and software licenses
|
|
(1,606.6
|
)
|
|
(1,483.7
|
)
|
||
Customer contracts and lists
|
|
(533.4
|
)
|
|
(506.0
|
)
|
||
Other intangibles
|
|
(211.6
|
)
|
|
(207.6
|
)
|
||
|
|
(2,351.6
|
)
|
|
(2,197.3
|
)
|
||
|
|
|
|
|
||||
Intangible assets, net
|
|
$
|
886.4
|
|
|
$
|
620.2
|
|
|
Amount
|
||
Twelve months ending June 30, 2019
|
$
|
244.4
|
|
Twelve months ending June 30, 2020
|
$
|
209.6
|
|
Twelve months ending June 30, 2021
|
$
|
162.4
|
|
Twelve months ending June 30, 2022
|
$
|
120.0
|
|
Twelve months ending June 30, 2023
|
$
|
80.8
|
|
Debt instrument
|
|
Effective Interest Rate
|
|
June 30, 2018
|
|
June 30, 2017
|
||||
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
|
|
|
|
13.0
|
|
|
20.3
|
|
||
|
|
|
|
2,013.0
|
|
|
2,020.3
|
|
||
Less: current portion
|
|
|
|
(2.5
|
)
|
|
(7.8
|
)
|
||
Less: unamortized discount and debt issuance costs
|
|
|
|
(8.1
|
)
|
|
(10.1
|
)
|
||
Total long-term debt
|
|
|
|
$
|
2,002.4
|
|
|
$
|
2,002.4
|
|
•
|
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,
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating expenses
|
|
$
|
22.9
|
|
|
$
|
21.5
|
|
|
$
|
23.1
|
|
Selling, general and administrative expenses
|
|
128.7
|
|
|
99.2
|
|
|
97.4
|
|
|||
System development and programming costs
|
|
23.8
|
|
|
18.2
|
|
|
17.1
|
|
|||
Total pretax stock-based compensation expense
|
|
$
|
175.4
|
|
|
$
|
138.9
|
|
|
$
|
137.6
|
|
|
|
|
|
|
|
|
||||||
Income tax benefit
|
|
$
|
44.1
|
|
|
$
|
49.9
|
|
|
$
|
49.6
|
|
|
|
Number
of Options
(in thousands)
|
|
Weighted
Average Price
(in dollars)
|
|||
Options outstanding at July 1, 2017
|
|
4,172
|
|
|
$
|
75
|
|
Options granted
|
|
1,137
|
|
|
$
|
107
|
|
Options exercised
|
|
(1,190
|
)
|
|
$
|
67
|
|
Options canceled
|
|
(136
|
)
|
|
$
|
84
|
|
Options outstanding at June 30, 2018
|
|
3,983
|
|
|
$
|
87
|
|
Options exercisable at June 30, 2018
|
|
1,333
|
|
|
$
|
71
|
|
Shares available for future grants, end of year
|
|
15,912
|
|
|
|
||
Shares reserved for issuance under stock option plans, end of year
|
|
19,895
|
|
|
|
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Restricted shares/units outstanding at July 1, 2017
|
|
1,761
|
|
|
386
|
|
Restricted shares/units granted
|
|
877
|
|
|
182
|
|
Restricted shares/units vested
|
|
(919
|
)
|
|
(196
|
)
|
Restricted shares/units forfeited
|
|
(121
|
)
|
|
(27
|
)
|
Restricted shares/units outstanding at June 30, 2018
|
|
1,598
|
|
|
345
|
|
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Restricted shares/units outstanding at July 1, 2017
|
|
404
|
|
|
769
|
|
Restricted shares/units granted
|
|
157
|
|
|
352
|
|
Restricted shares/units vested
|
|
(238
|
)
|
|
(286
|
)
|
Restricted shares/units forfeited
|
|
(21
|
)
|
|
(46
|
)
|
Restricted shares/units outstanding at June 30, 2018
|
|
302
|
|
|
789
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Risk-free interest rate
|
1.8
|
%
|
|
1.2
|
%
|
|
1.6
|
%
|
|||
Dividend yield
|
2.1
|
%
|
|
2.3
|
%
|
|
2.6
|
%
|
|||
Weighted average volatility factor
|
21.7
|
%
|
|
23.2
|
%
|
|
25.6
|
%
|
|||
Weighted average expected life (in years)
|
5.4
|
|
|
5.4
|
|
|
5.4
|
|
|||
Weighted average fair value (in dollars)
|
$
|
17.50
|
|
|
$
|
14.36
|
|
|
$
|
13.16
|
|
Year ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
Performance-based restricted stock
|
|
$
|
107.43
|
|
|
$
|
90.63
|
|
|
$
|
75.95
|
|
Time-based restricted stock
|
|
$
|
108.10
|
|
|
$
|
90.99
|
|
|
$
|
76.09
|
|
June 30,
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
||||
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
2,138.4
|
|
|
$
|
2,006.3
|
|
Actual return on plan assets
|
|
148.5
|
|
|
195.2
|
|
||
Employer contributions
|
|
10.9
|
|
|
11.9
|
|
||
Currency translation adjustments
|
|
5.0
|
|
|
(3.2
|
)
|
||
Benefits paid
|
|
(124.7
|
)
|
|
(71.8
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
2,178.1
|
|
|
$
|
2,138.4
|
|
|
|
|
|
|
||||
Change in benefit obligation:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
1,866.7
|
|
|
$
|
1,843.9
|
|
Service cost
|
|
74.6
|
|
|
80.8
|
|
||
Interest cost
|
|
65.4
|
|
|
60.0
|
|
||
Actuarial gain
|
|
(73.7
|
)
|
|
(44.5
|
)
|
||
Currency translation adjustments
|
|
7.5
|
|
|
2.7
|
|
||
Curtailments and special termination benefits
|
|
319.5
|
|
|
(4.4
|
)
|
||
Benefits paid
|
|
(124.7
|
)
|
|
(71.8
|
)
|
||
Projected benefit obligation at end of year
|
|
$
|
2,135.3
|
|
|
$
|
1,866.7
|
|
|
|
|
|
|
||||
Funded status - plan assets less benefit obligations
|
|
$
|
42.8
|
|
|
$
|
271.7
|
|
June 30,
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
180.8
|
|
|
$
|
413.8
|
|
Current liabilities
|
|
(5.3
|
)
|
|
(5.0
|
)
|
||
Noncurrent liabilities
|
|
(132.7
|
)
|
|
(137.1
|
)
|
||
Net amount recognized
|
|
$
|
42.8
|
|
|
$
|
271.7
|
|
June 30,
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
151.3
|
|
|
$
|
241.0
|
|
Accumulated benefit obligation
|
|
$
|
138.1
|
|
|
$
|
227.9
|
|
Fair value of plan assets
|
|
$
|
13.3
|
|
|
$
|
98.9
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost – benefits earned during the period
|
|
$
|
74.6
|
|
|
$
|
80.8
|
|
|
$
|
70.4
|
|
Interest cost on projected benefits
|
|
65.4
|
|
|
60.0
|
|
|
67.4
|
|
|||
Expected return on plan assets
|
|
(137.5
|
)
|
|
(135.8
|
)
|
|
(131.2
|
)
|
|||
Net amortization and deferral
|
|
8.4
|
|
|
19.1
|
|
|
11.0
|
|
|||
Special termination benefits and plan curtailments
|
|
319.5
|
|
|
0.1
|
|
|
0.1
|
|
|||
Net pension expense
|
|
$
|
330.4
|
|
|
$
|
24.2
|
|
|
$
|
17.7
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
||
|
|
|
|
|
||
Discount rate
|
|
4.10
|
%
|
|
3.70
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.70
|
%
|
|
3.40
|
%
|
|
4.25
|
%
|
Expected long-term rate of return on assets
|
|
6.75
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
|
2018
|
|
2017
|
||
|
|
|
|
|
||
Cash and cash equivalents
|
|
1
|
%
|
|
1
|
%
|
Fixed income securities
|
|
52
|
%
|
|
36
|
%
|
U.S. equity securities
|
|
14
|
%
|
|
19
|
%
|
International equity securities
|
|
12
|
%
|
|
16
|
%
|
Global equity securities
|
|
22
|
%
|
|
28
|
%
|
|
|
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
|
|
$
|
—
|
|
|
$
|
1,036.7
|
|
|
$
|
—
|
|
|
$
|
1,036.7
|
|
Government securities
|
|
—
|
|
|
507.7
|
|
|
—
|
|
|
507.7
|
|
||||
Mutual funds
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
||||
Corporate and municipal bonds
|
|
—
|
|
|
586.8
|
|
|
—
|
|
|
586.8
|
|
||||
Mortgage-backed security bonds
|
|
—
|
|
|
28.2
|
|
|
—
|
|
|
28.2
|
|
||||
Total pension asset investments
|
|
$
|
5.5
|
|
|
$
|
2,159.4
|
|
|
$
|
—
|
|
|
$
|
2,164.9
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Commingled trusts
|
|
$
|
—
|
|
|
$
|
1,338.5
|
|
|
$
|
—
|
|
|
$
|
1,338.5
|
|
U.S. 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
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
Earnings from continuing operations before income taxes:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,849.8
|
|
|
$
|
2,232.8
|
|
|
$
|
2,028.5
|
|
Foreign
|
|
321.3
|
|
|
298.3
|
|
|
206.2
|
|
|||
|
|
$
|
2,171.1
|
|
|
$
|
2,531.1
|
|
|
$
|
2,234.7
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
366.7
|
|
|
$
|
615.3
|
|
|
$
|
579.0
|
|
Foreign
|
|
105.5
|
|
|
91.6
|
|
|
85.0
|
|
|||
State
|
|
77.6
|
|
|
82.7
|
|
|
76.6
|
|
|||
Total current
|
|
549.8
|
|
|
789.6
|
|
|
740.6
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(24.8
|
)
|
|
6.2
|
|
|
17.7
|
|
|||
Foreign
|
|
19.7
|
|
|
7.2
|
|
|
(15.7
|
)
|
|||
State
|
|
5.6
|
|
|
(5.3
|
)
|
|
(1.3
|
)
|
|||
Total deferred
|
|
0.5
|
|
|
8.1
|
|
|
0.7
|
|
|||
Total provision for income taxes
|
|
$
|
550.3
|
|
|
$
|
797.7
|
|
|
$
|
741.3
|
|
Years ended June 30,
|
|
2018
|
|
%
|
|
2017
|
|
%
|
|
2016
|
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Provision for taxes at U.S. statutory rate
|
|
$
|
609.2
|
|
|
28.1
|
|
|
$
|
885.9
|
|
|
35.0
|
|
|
$
|
782.1
|
|
|
35.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Increase (decrease) in provision from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State taxes, net of federal tax benefit
|
|
51.0
|
|
|
2.4
|
|
|
52.2
|
|
|
2.1
|
|
|
47.2
|
|
|
2.1
|
|
|||
U.S. tax on foreign income
|
|
12.0
|
|
|
0.5
|
|
|
66.1
|
|
|
2.6
|
|
|
122.6
|
|
|
5.5
|
|
|||
Utilization of foreign tax credits
|
|
(19.6
|
)
|
|
(0.9
|
)
|
|
(76.0
|
)
|
|
(3.0
|
)
|
|
(155.4
|
)
|
|
(7.0
|
)
|
|||
Section 199 - Qualified production activities
|
|
(31.9
|
)
|
|
(1.5
|
)
|
|
(33.2
|
)
|
|
(1.3
|
)
|
|
(31.9
|
)
|
|
(1.4
|
)
|
|||
Section 199 - Qualified production activities and research tax credit refund claim - net of reserves
|
|
—
|
|
|
—
|
|
|
(51.8
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|||
Resolution of tax matters - Section 199 Qualified production activities and research tax credit refund claim
|
|
(33.3
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit - Stock-based compensation
|
|
(26.7
|
)
|
|
(1.2
|
)
|
|
(32.1
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(10.4
|
)
|
|
(0.5
|
)
|
|
(13.4
|
)
|
|
(0.5
|
)
|
|
(23.3
|
)
|
|
(1.0
|
)
|
|||
|
|
$
|
550.3
|
|
|
25.3
|
|
|
$
|
797.7
|
|
|
31.5
|
|
|
$
|
741.3
|
|
|
33.2
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses not currently deductible
|
|
$
|
178.3
|
|
|
$
|
294.5
|
|
Stock-based compensation expense
|
|
49.6
|
|
|
75.5
|
|
||
Foreign tax credits
|
|
40.0
|
|
|
49.5
|
|
||
Net operating losses
|
|
44.6
|
|
|
49.5
|
|
||
Unrealized investment losses, net
|
|
83.6
|
|
|
—
|
|
||
Other
|
|
20.4
|
|
|
18.7
|
|
||
|
|
416.5
|
|
|
487.7
|
|
||
Less: valuation allowances
|
|
(46.0
|
)
|
|
(9.4
|
)
|
||
Deferred tax assets, net
|
|
$
|
370.5
|
|
|
$
|
478.3
|
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Prepaid retirement benefits
|
|
$
|
19.3
|
|
|
$
|
125.1
|
|
Deferred revenue
|
|
16.5
|
|
|
35.5
|
|
||
Fixed and intangible assets
|
|
242.4
|
|
|
226.3
|
|
||
Prepaid expenses
|
|
71.8
|
|
|
122.5
|
|
||
Unrealized investment gains, net
|
|
—
|
|
|
33.4
|
|
||
Tax on unrepatriated earnings
|
|
28.3
|
|
|
—
|
|
||
Other
|
|
9.4
|
|
|
5.2
|
|
||
Deferred tax liabilities
|
|
$
|
387.7
|
|
|
$
|
548.0
|
|
Net deferred tax liabilities
|
|
$
|
17.2
|
|
|
$
|
69.7
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
Unrecognized tax benefits at beginning of the year
|
|
$
|
74.6
|
|
|
$
|
27.4
|
|
|
$
|
27.1
|
|
Additions for tax positions
|
|
4.0
|
|
|
7.5
|
|
|
3.8
|
|
|||
Additions for tax positions of prior periods
|
|
19.8
|
|
|
41.9
|
|
|
3.5
|
|
|||
Reductions for tax positions of prior periods
|
|
(40.5
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|||
Settlement with tax authorities
|
|
(11.7
|
)
|
|
(0.9
|
)
|
|
(1.7
|
)
|
|||
Expiration of the statute of limitations
|
|
(1.0
|
)
|
|
(0.9
|
)
|
|
(4.9
|
)
|
|||
Impact of foreign exchange rate fluctuations
|
|
—
|
|
|
0.1
|
|
|
(0.3
|
)
|
|||
Unrecognized tax benefit at end of year
|
|
$
|
45.2
|
|
|
$
|
74.6
|
|
|
$
|
27.4
|
|
Taxing Jurisdiction
|
|
Fiscal Years under Examination
|
U.S. (IRS)
|
|
2018
|
Illinois
|
|
2004-2016
|
Canada
|
|
2014
|
India
|
|
2004-2011, 2013-2015
|
Germany
|
|
2010-2014
|
Years ending June 30,
|
|
||
|
|
||
2019
|
$
|
107.1
|
|
2020
|
102.1
|
|
|
2021
|
77.1
|
|
|
2022
|
58.7
|
|
|
2023
|
47.8
|
|
|
Thereafter
|
146.7
|
|
|
|
$
|
539.5
|
|
|
|
Currency Translation Adjustment
|
|
Net Gains on Available-for-sale Securities
|
|
|
Pension Liability
|
|
|
Accumulated Other Comprehensive (Loss) / Income
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at June 30, 2015
|
|
$
|
(228.3
|
)
|
|
$
|
143.9
|
|
|
|
$
|
(176.2
|
)
|
|
|
$
|
(260.6
|
)
|
Other comprehensive (loss)/income before
reclassification adjustments |
|
(25.5
|
)
|
|
288.8
|
|
|
|
(199.4
|
)
|
|
|
63.9
|
|
||||
Tax effect
|
|
—
|
|
|
(102.2
|
)
|
|
|
72.9
|
|
|
|
(29.3
|
)
|
||||
Reclassification adjustments to
net earnings |
|
—
|
|
|
5.0
|
|
(A)
|
|
12.0
|
|
(B)
|
|
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
|
)
|
(A)
|
|
20.6
|
|
(B)
|
|
18.4
|
|
||||
Tax effect
|
|
—
|
|
|
0.8
|
|
|
|
(8.2
|
)
|
|
|
(7.4
|
)
|
||||
Balance at June 30, 2017
|
|
$
|
(230.8
|
)
|
|
$
|
68.3
|
|
|
|
$
|
(216.7
|
)
|
|
|
$
|
(379.2
|
)
|
Other comprehensive income/(loss) before
reclassification adjustments
|
|
2.8
|
|
|
(460.7
|
)
|
|
|
87.0
|
|
|
|
(370.9
|
)
|
||||
Tax effect
|
|
—
|
|
|
123.4
|
|
|
|
(18.7
|
)
|
|
|
104.7
|
|
||||
Reclassification adjustments to
net earnings
|
|
—
|
|
|
2.7
|
|
(A)
|
|
9.3
|
|
(B)
|
|
12.0
|
|
||||
Tax effect
|
|
—
|
|
|
(0.6
|
)
|
|
|
(4.5
|
)
|
|
|
(5.1
|
)
|
||||
Reclassification to retained earnings (C)
|
|
—
|
|
|
(7.1
|
)
|
|
|
(35.2
|
)
|
|
|
(42.3
|
)
|
||||
Balance at June 30, 2018
|
|
$
|
(228.0
|
)
|
|
$
|
(274.0
|
)
|
|
|
$
|
(178.8
|
)
|
|
|
$
|
(680.8
|
)
|
|
|
Employer Services
|
|
PEO Services
|
|
Other
|
|
Client Fund Interest
|
|
Total
|
||||||||||
Year ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
10,057.8
|
|
|
$
|
3,896.6
|
|
|
$
|
(9.4
|
)
|
|
$
|
(619.2
|
)
|
|
$
|
13,325.8
|
|
Earnings from continuing operations before income taxes
|
|
3,087.4
|
|
|
504.2
|
|
|
(801.3
|
)
|
|
(619.2
|
)
|
|
2,171.1
|
|
|||||
Assets from continuing operations
|
|
30,250.8
|
|
|
760.1
|
|
|
6,077.8
|
|
|
—
|
|
|
37,088.7
|
|
|||||
Capital expenditures from continuing operations
|
|
113.9
|
|
|
—
|
|
|
78.0
|
|
|
—
|
|
|
191.9
|
|
|||||
Depreciation and amortization
|
|
291.9
|
|
|
3.0
|
|
|
82.7
|
|
|
—
|
|
|
377.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
2,918.5
|
|
|
448.6
|
|
|
(207.6
|
)
|
|
(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
|
|
2,798.4
|
|
|
371.2
|
|
|
(315.8
|
)
|
|
(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
|
|
|
|
United States
|
|
Europe
|
|
Canada
|
|
Other
|
|
Total
|
||||||||||
Year ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
11,486.4
|
|
|
$
|
1,245.9
|
|
|
$
|
322.1
|
|
|
$
|
271.4
|
|
|
$
|
13,325.8
|
|
Assets from continuing operations
|
|
$
|
32,221.0
|
|
|
$
|
2,325.0
|
|
|
$
|
2,009.9
|
|
|
$
|
532.8
|
|
|
$
|
37,088.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from continuing operations
|
|
$
|
10,760.4
|
|
|
$
|
1,086.0
|
|
|
$
|
291.1
|
|
|
$
|
242.3
|
|
|
$
|
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
|
|
$
|
10,110.9
|
|
|
$
|
1,063.7
|
|
|
$
|
284.1
|
|
|
$
|
209.1
|
|
|
$
|
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, 2018
|
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
3,078.8
|
|
|
$
|
3,235.4
|
|
|
$
|
3,693.0
|
|
|
$
|
3,318.6
|
|
Gross profit
|
|
$
|
1,212.4
|
|
|
$
|
1,288.7
|
|
|
$
|
1,615.6
|
|
|
$
|
1,366.4
|
|
Earnings before income taxes
|
|
$
|
548.2
|
|
|
$
|
565.7
|
|
|
$
|
852.6
|
|
|
$
|
204.5
|
|
Net earnings
|
|
$
|
401.5
|
|
|
$
|
467.5
|
|
|
$
|
643.1
|
|
|
$
|
108.7
|
|
Basic per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
0.91
|
|
|
$
|
1.06
|
|
|
$
|
1.46
|
|
|
$
|
0.25
|
|
Diluted per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
|
|
$
|
0.90
|
|
|
$
|
1.05
|
|
|
$
|
1.45
|
|
|
$
|
0.25
|
|
Year ended June 30, 2017
|
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
2,916.9
|
|
|
$
|
2,987.3
|
|
|
$
|
3,410.8
|
|
|
$
|
3,064.8
|
|
Gross profit
|
|
$
|
1,173.3
|
|
|
$
|
1,219.5
|
|
|
$
|
1,499.8
|
|
|
$
|
1,217.6
|
|
Earnings before income taxes
|
|
$
|
528.7
|
|
|
$
|
786.2
|
|
|
$
|
827.9
|
|
|
$
|
388.4
|
|
Net earnings
|
|
$
|
368.7
|
|
|
$
|
510.9
|
|
|
$
|
587.9
|
|
|
$
|
265.8
|
|
Basic per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
0.82
|
|
|
$
|
1.14
|
|
|
$
|
1.32
|
|
|
$
|
0.60
|
|
Diluted per common share amounts:
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
|
|
$
|
0.81
|
|
|
$
|
1.13
|
|
|
$
|
1.31
|
|
|
$
|
0.59
|
|
/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
|
|
43
|
|
Corporate Controller and Principal Accounting Officer
|
|
2007
|
John Ayala
|
|
51
|
|
President, Major Account Services and ADP Canada
|
|
2002
|
Maria Black
|
|
44
|
|
President, Small Business Solutions and Human Resources
|
|
1996
|
|
|
|
|
Outsourcing
|
|
|
Michael A. Bonarti
|
|
52
|
|
Corporate Vice President, General Counsel and Secretary
|
|
1997
|
Deborah L. Dyson
|
|
52
|
|
President, National Accounts Services
|
|
1988
|
Michael C. Eberhard
|
|
56
|
|
Vice President and Treasurer
|
|
1998
|
Sreeni Kutam
|
|
48
|
|
Chief Human Resources Officer
|
|
2014
|
Don McGuire
|
|
58
|
|
President, Employer Services International
|
|
1998
|
Dermot J. O'Brien
|
|
52
|
|
Chief Transformation Officer
|
|
2012
|
Thomas Perrotti
|
|
49
|
|
President, Worldwide Sales and Marketing
|
|
1993
|
Douglas Politi
|
|
56
|
|
President, Compliance Solutions
|
|
1992
|
Carlos A. Rodriguez
|
|
54
|
|
President and Chief Executive Officer
|
|
1999
|
Stuart Sackman
|
|
57
|
|
Corporate Vice President, Global Shared Services
|
|
1992
|
Jan Siegmund
|
|
54
|
|
Chief Financial Officer
|
|
1999
|
Donald Weinstein
|
|
49
|
|
Corporate Vice President, Global Product and Technology
|
|
2006
|
|
|
|
Page in Form 10-K
|
|
Schedule II - Valuation and Qualifying Accounts
|
|
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
|
|
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
|
|
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
|
|
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
|
|
Form of 2.250% Senior Note due 2020 - incorporated by reference to Exhibit A to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 15, 2015
|
|
Form of 3.375% Senior Note due 2025 - incorporated by reference to Exhibit B to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 15, 2015
|
|
364-Day Credit Agreement, dated as of June 13, 2018, 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 MUFG Bank, 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 13, 2018
|
|
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
|
|
Five-Year Credit Agreement, dated as of June 13, 2018, 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 MUFG Bank, 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 13, 2018
|
|
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
|
|
Amended and Restated Supplemental Officers Retirement Plan - incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 (Management Compensatory Plan)
|
|
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)
|
|
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)
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
Automatic Data Processing, Inc. Amended and Restated 2008 Omnibus Award Plan (the "2008 Omnibus Award 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, 2018 (Management Compensatory Plan)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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) - incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 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) - incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 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) - incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 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, 2018 (Management Compensatory Plan)
|
|
Separation Agreement and Release, dated June 13, 2018, by and between Ed Flynn and Automatic Data Processing, Inc.
|
|
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, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
|
$
|
49,561
|
|
|
$
|
21,443
|
|
|
$
|
5,546
|
|
|
$
|
(25,208
|
)
|
(B)
|
|
$
|
51,342
|
|
Long-term
|
|
$
|
803
|
|
|
$
|
—
|
|
|
$
|
(293
|
)
|
|
$
|
—
|
|
(B)
|
|
$
|
510
|
|
Deferred tax valuation allowance
|
|
$
|
9,406
|
|
|
$
|
38,937
|
|
|
$
|
(325
|
)
|
|
$
|
(2,013
|
)
|
|
|
$
|
46,006
|
|
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
|
|
|
AUTOMATIC DATA PROCESSING, INC.
|
||
|
(Registrant)
|
||
|
|||
August 3, 2018
|
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 3, 2018
|
(Carlos A. Rodriguez)
|
|
Officer, Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jan Siegmund
|
|
Chief Financial Officer
|
|
August 3, 2018
|
(Jan Siegmund)
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Brock Albinson
|
|
Corporate Controller
|
|
August 3, 2018
|
(Brock Albinson)
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Peter Bisson
|
|
Director
|
|
August 3, 2018
|
(Peter Bisson)
|
|
|
|
|
|
|
|
|
|
/s/ Richard T. Clark
|
|
Director
|
|
August 3, 2018
|
(Richard T. Clark)
|
|
|
|
|
|
|
|
|
|
/s/ Eric C. Fast
|
|
Director
|
|
August 3, 2018
|
(Eric C. Fast)
|
|
|
|
|
|
|
|
|
|
/s/ Linda R. Gooden
|
|
Director
|
|
August 3, 2018
|
(Linda R. Gooden)
|
|
|
|
|
|
|
|
|
|
/s/ Michael P. Gregoire
|
|
Director
|
|
August 3, 2018
|
(Michael P. Gregoire)
|
|
|
|
|
/s/ R. Glenn Hubbard
|
|
Director
|
|
August 3, 2018
|
(R. Glenn Hubbard)
|
|
|
|
|
|
|
|
|
|
/s/ John P. Jones
|
|
Director
|
|
August 3, 2018
|
(John P. Jones)
|
|
|
|
|
|
|
|
|
|
/s/ Thomas J. Lynch
|
|
Director
|
|
August 3, 2018
|
(Thomas J. Lynch)
|
|
|
|
|
|
|
|
|
|
/s/ Scott F. Powers
|
|
Director
|
|
August 3, 2018
|
(Scott F. Powers)
|
|
|
|
|
|
|
|
|
|
/s/ William J. Ready
|
|
Director
|
|
August 3, 2018
|
(William J. Ready)
|
|
|
|
|
|
|
|
|
|
/s/ Sandra S. Wijnberg
|
|
Director
|
|
August 3, 2018
|
(Sandra S. Wijnberg)
|
|
|
|
|
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 applicable vesting date, any vested portion of the Restricted Unit Award by the payment to the Participant in cash (without interest) of an amount equal to the Participant’s vested portion of the 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
.
|
5.
|
Miscellaneous
.
|
|
1
|
|
|
|
|
|
2
|
|
|
|
|
|
3
|
|
|
|
|
|
4
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
|
7
|
|
|
|
|
|
8
|
|
|
|
|
|
9
|
|
|
|
|
|
10
|
|
|
|
|
|
11
|
|
|
|
|
|
12
|
|
|
|
|
|
EXECUTIVE
By:
/s/ Ed Flynn
|
|
AUTOMATIC DATA PROCESSING, INC.
By:
/s/ Michael A. Bonarti
Michael A. Bonarti, VP
|
|
|
|
13
|
|
|
|
|
|
14
|
|
|
|
|
|
15
|
|
|
|
|
|
16
|
|
|
|
|
|
17
|
|
|
|
|
|
18
|
|
|
|
|
|
19
|
|
|
|
|
|
20
|
|
|
|
|
|
Signed:
/s/ Ed Flynn
Printed Name:
Ed Flynn
Date:
6.13.2018
|
|
|
|
21
|
|
|
|
|
|
22
|
|
|
|
|
|
23
|
|
|
|
|
|
24
|
|
|
|
|
|
Signed:
/s/ Ed Flynn
Printed Name:
Ed Flynn
Date:
June 13, 2018
|
|
25
|
|
|
|
|
|
|
Jurisdiction of
|
|
Name of Subsidiary
|
|
|
Incorporation
|
ADP Atlantic, LLC
|
|
Delaware
|
|
ADP Benefit Services KY, Inc.
|
|
Kentucky
|
|
ADP Brasil Ltda
|
|
Brazil
|
|
ADP Broker-Dealer, Inc.
|
|
New Jersey
|
|
ADP Canada Co.
|
|
Canada
|
|
ADP Employer Services GmbH
|
|
Germany
|
|
ADP Europe, S.A.S
|
|
France
|
|
ADP France SAS
|
|
France
|
|
ADP GlobalView B.V.
|
|
Netherlands
|
|
ADP GSI France SAS
|
|
France
|
|
ADP Indemnity, Inc.
|
|
Vermont
|
|
ADP International Services B.V.
|
|
Netherlands
|
|
ADP, LLC
|
|
Delaware
|
|
ADP MasterTax, Inc.
|
|
Arizona
|
|
ADP Pacific, Inc.
|
|
Delaware
|
|
ADP Payroll Services, Inc.
|
|
Delaware
|
|
ADP Screening and Selection Services, Inc.
|
|
Colorado
|
|
ADP Tax Services, Inc.
|
|
Delaware
|
|
ADP Technology Services, Inc.
|
|
Delaware
|
|
ADP TotalSource I, Inc.
|
|
Florida
|
|
ADP TotalSource CO XXI, Inc.
|
|
Colorado
|
|
ADP TotalSource CO XXII, Inc.
|
|
Colorado
|
|
ADP TotalSource of CO XXIII, Inc.
|
|
Colorado
|
|
ADP TotalSource DE IV, Inc.
|
|
Delaware
|
|
ADP TotalSource FL XVI, Inc.
|
|
Florida
|
|
ADP TotalSource FL XVII, Inc.
|
|
Florida
|
|
ADP TotalSource FL XIX, Inc.
|
|
Florida
|
|
ADP TotalSource FL XXIX, Inc.
|
|
Florida
|
|
ADP TotalSource Group, Inc.
|
|
Florida
|
|
ADP TotalSource NH XXVIII, Inc.
|
|
New Hampshire
|
|
Automatic Data Processing Insurance Agency, Inc.
|
|
New Jersey
|
|
Automatic Data Processing Limited
|
|
Australia
|
|
Automatic Data Processing Limited
|
|
United Kingdom
|
/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 3, 2018
|
/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 3, 2018
|
/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 3, 2018
|
/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 3, 2018
|
/s/ Jan Siegmund
|
|
|
Jan Siegmund
|
|
|
Chief Financial Officer
|