Delaware
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46-5743146
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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1950 Hassell Road, Hoffman Estates, IL
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60169
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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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
o
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Page
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Three Months Ended
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Six Months Ended
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December 31,
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December 31,
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||||||||||||
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2015
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2014
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2015
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2014
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||||||||
Revenues
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$
|
520.1
|
|
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$
|
517.0
|
|
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$
|
1,034.7
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$
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1,034.0
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||||||||
Expenses:
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||||||
Cost of revenues
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301.2
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323.3
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|
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612.0
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|
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634.8
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|
||||
Selling, general and administrative expenses
|
105.8
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105.9
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203.2
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216.4
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||||
Restructuring expenses
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1.8
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—
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3.7
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—
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||||
Separation costs
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—
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3.3
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—
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34.0
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|
||||
Total expenses
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408.8
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432.5
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818.9
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885.2
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||||
Operating earnings
|
111.3
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84.5
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215.8
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148.8
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||||
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||||||||
Interest expense
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(9.5
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)
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(9.0
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)
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(18.8
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)
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(10.1
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)
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||||
Other income, net
|
5.0
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1.6
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5.6
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2.9
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||||
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||||||||
Earnings before income taxes
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106.8
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77.1
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202.6
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141.6
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||||
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||||||||
Provision for income taxes
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(37.1
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)
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(32.7
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)
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(71.7
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)
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(56.2
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)
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||||
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||||||||
Net earnings
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69.7
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44.4
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130.9
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85.4
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||||
Less: net earnings attributable to noncontrolling interest
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1.5
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2.0
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3.7
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4.0
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||||
Net earnings attributable to CDK
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$
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68.2
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$
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42.4
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$
|
127.2
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$
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81.4
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||||||||
Net earnings attributable to CDK per common share:
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Basic
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$
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0.43
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$
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0.26
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$
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0.80
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$
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0.51
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Diluted
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$
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0.43
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$
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0.26
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$
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0.80
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$
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0.50
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||||||||
Weighted-average common shares outstanding:
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||||||||
Basic
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158.7
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160.7
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158.9
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160.7
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||||
Diluted
|
159.7
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161.8
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160.0
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161.2
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Dividends declared per common share
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$
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0.135
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$
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0.120
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$
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0.255
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$
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0.120
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Three Months Ended
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Six Months Ended
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||||||||||||
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December 31,
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December 31,
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||||||||||||
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2015
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2014
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2015
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2014
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||||||||
Net earnings
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$
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69.7
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$
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44.4
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$
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130.9
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$
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85.4
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Other comprehensive loss:
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||||||||
Currency translation adjustments
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(15.0
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)
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(19.5
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)
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(31.8
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)
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(16.9
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)
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||||
Other comprehensive loss
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(15.0
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)
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(19.5
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)
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(31.8
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)
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(16.9
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)
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||||
Comprehensive income
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54.7
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24.9
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99.1
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68.5
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||||
Less: comprehensive income attributable to noncontrolling interest
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1.5
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2.0
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3.7
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4.0
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Comprehensive income attributable to CDK
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$
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53.2
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$
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22.9
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$
|
95.4
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$
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64.5
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December 31,
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June 30,
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||||
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2015
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2015
|
||||
Assets
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Current assets:
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||||
Cash and cash equivalents
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$
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347.5
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$
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408.2
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Accounts receivable, net of allowances of $7.0 and $6.8, respectively
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378.9
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314.6
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Other current assets
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190.7
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162.4
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Total current assets
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917.1
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885.2
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Property, plant and equipment, net
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101.4
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100.0
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Other assets
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223.3
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224.1
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Goodwill
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1,187.3
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1,209.9
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Intangible assets, net
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86.9
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99.3
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||
Total assets
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$
|
2,516.0
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$
|
2,518.5
|
|
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||||
Liabilities and Equity
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|
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Current liabilities:
|
|
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Current maturities of long-term debt and capital lease obligations
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$
|
26.4
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$
|
13.0
|
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Accounts payable
|
13.4
|
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21.7
|
|
||
Accrued expenses and other current liabilities
|
159.2
|
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|
154.4
|
|
||
Accrued payroll and payroll-related expenses
|
71.0
|
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|
123.2
|
|
||
Short-term deferred revenues
|
173.4
|
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186.1
|
|
||
Total current liabilities
|
443.4
|
|
|
498.4
|
|
||
Long-term debt and capital lease obligations
|
1,202.2
|
|
|
971.1
|
|
||
Long-term deferred revenues
|
157.7
|
|
|
162.9
|
|
||
Deferred income taxes
|
71.8
|
|
|
58.2
|
|
||
Other liabilities
|
45.1
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|
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43.8
|
|
||
Total liabilities
|
1,920.2
|
|
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1,734.4
|
|
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|
||||
Equity:
|
|
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Preferred stock, $0.01 par value: Authorized, 50.0 shares; issued and outstanding, none
|
—
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—
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|
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Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 160.3 and 161.3 shares, respectively; outstanding, 155.2 and 160.2 shares, respectively
|
1.6
|
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1.6
|
|
||
Additional paid-in-capital
|
629.6
|
|
|
686.5
|
|
||
Retained earnings
|
167.8
|
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|
81.2
|
|
||
Treasury stock, at cost: 5.1 and 1.1 shares, respectively
|
(240.6
|
)
|
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(50.7
|
)
|
||
Accumulated other comprehensive income
|
19.8
|
|
|
51.6
|
|
||
Total CDK stockholders' equity
|
578.2
|
|
|
770.2
|
|
||
Noncontrolling interest
|
17.6
|
|
|
13.9
|
|
||
Total equity
|
595.8
|
|
|
784.1
|
|
||
Total liabilities and equity
|
$
|
2,516.0
|
|
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$
|
2,518.5
|
|
|
Six Months Ended
|
||||||
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net earnings
|
$
|
130.9
|
|
|
$
|
85.4
|
|
Adjustments to reconcile net earnings to cash flows provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
28.7
|
|
|
43.4
|
|
||
Deferred income taxes
|
19.0
|
|
|
2.3
|
|
||
Stock-based compensation expense
|
12.8
|
|
|
13.4
|
|
||
Pension expense
|
—
|
|
|
1.0
|
|
||
Other
|
(5.0
|
)
|
|
(5.9
|
)
|
||
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses:
|
|
|
|
|
|
||
Increase in accounts receivable
|
(69.8
|
)
|
|
(27.7
|
)
|
||
Increase in other assets
|
(41.6
|
)
|
|
(18.0
|
)
|
||
Decrease in accounts payable
|
(7.8
|
)
|
|
(0.7
|
)
|
||
(Decrease) increase in accrued expenses and other liabilities
|
(41.4
|
)
|
|
11.8
|
|
||
Net cash flows provided by operating activities
|
25.8
|
|
|
105.0
|
|
||
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||
Capital expenditures
|
(18.1
|
)
|
|
(14.5
|
)
|
||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
0.9
|
|
||
Capitalized software
|
(2.1
|
)
|
|
(2.0
|
)
|
||
Contributions to investments
|
(6.7
|
)
|
|
—
|
|
||
Proceeds from investments
|
7.7
|
|
|
—
|
|
||
Proceeds from notes receivable from ADP and its affiliates
|
—
|
|
|
40.6
|
|
||
Net cash flows (used in) provided by investing activities
|
(19.2
|
)
|
|
25.0
|
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
Repayments of notes payable to ADP and its affiliates
|
—
|
|
|
(21.9
|
)
|
||
Net transactions of parent company investment
|
—
|
|
|
(240.8
|
)
|
||
Proceeds from long-term debt
|
250.0
|
|
|
1,750.0
|
|
||
Repayments of long-term debt and capital lease obligations
|
(6.7
|
)
|
|
(753.1
|
)
|
||
Dividend paid to ADP at spin-off
|
—
|
|
|
(825.0
|
)
|
||
Dividends paid to stockholders
|
(40.8
|
)
|
|
(19.4
|
)
|
||
Repurchases of common stock
|
(261.0
|
)
|
|
—
|
|
||
Proceeds from exercises of stock options
|
2.9
|
|
|
3.1
|
|
||
Excess tax benefit from stock-based compensation awards
|
7.0
|
|
|
6.8
|
|
||
Withholding tax payments for stock-based compensation awards
|
(8.5
|
)
|
|
—
|
|
||
Dividend payments of CVR to noncontrolling owners
|
—
|
|
|
(5.4
|
)
|
||
Payment of deferred financing costs
|
(1.6
|
)
|
|
(9.0
|
)
|
||
Recovery of dividends paid (Note 1E)
|
0.4
|
|
|
—
|
|
||
Net cash flows used in financing activities
|
(58.3
|
)
|
|
(114.7
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(9.0
|
)
|
|
(15.9
|
)
|
||
|
|
|
|
||||
Net change in cash and cash equivalents
|
(60.7
|
)
|
|
(0.6
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents, beginning of period
|
408.2
|
|
|
402.8
|
|
||
|
|
|
|
||||
Cash and cash equivalents, end of period
|
$
|
347.5
|
|
|
$
|
402.2
|
|
|
|
|
|
||||
Supplemental Disclosure:
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Income taxes and foreign withholding taxes, net of refunds
|
$
|
86.3
|
|
|
$
|
10.6
|
|
Interest
|
17.5
|
|
|
1.7
|
|
|
Common Stock
|
|
Additional Paid-in-Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income
|
|
Total CDK Stockholders' Equity
|
|
Non-controlling Interest
|
|
Total Equity
|
|||||||||||||||||||
|
Shares Issued
|
|
Amount
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance as of June 30, 2015
|
161.3
|
|
|
$
|
1.6
|
|
|
$
|
686.5
|
|
|
$
|
81.2
|
|
|
$
|
(50.7
|
)
|
|
$
|
51.6
|
|
|
$
|
770.2
|
|
|
$
|
13.9
|
|
|
$
|
784.1
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
127.2
|
|
|
—
|
|
|
—
|
|
|
127.2
|
|
|
3.7
|
|
|
130.9
|
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31.8
|
)
|
|
(31.8
|
)
|
|
—
|
|
|
(31.8
|
)
|
||||||||
Stock-based compensation expense and related dividend equivalents
|
—
|
|
|
—
|
|
|
12.1
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
11.9
|
|
|
—
|
|
|
11.9
|
|
||||||||
Common stock issued for the exercise and vesting of stock-based compensation awards, net
|
—
|
|
|
—
|
|
|
(26.0
|
)
|
|
—
|
|
|
20.4
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
(5.6
|
)
|
||||||||
Excess tax benefit from stock-based compensation awards
|
—
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|
7.0
|
|
||||||||
Cash dividends paid to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.8
|
)
|
|
—
|
|
|
—
|
|
|
(40.8
|
)
|
|
—
|
|
|
(40.8
|
)
|
||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(50.0
|
)
|
|
—
|
|
|
(210.3
|
)
|
|
—
|
|
|
(260.3
|
)
|
|
—
|
|
|
(260.3
|
)
|
||||||||
Correction of common stock issued in connection with the spin-off and dividends paid (Note 1E)
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||||
Balance as of December 31, 2015
|
160.3
|
|
|
$
|
1.6
|
|
|
$
|
629.6
|
|
|
$
|
167.8
|
|
|
$
|
(240.6
|
)
|
|
$
|
19.8
|
|
|
$
|
578.2
|
|
|
$
|
17.6
|
|
|
$
|
595.8
|
|
|
Three Months Ended December 31, 2014
|
||||||||||||||
|
|
|
Adjustments
|
|
|
||||||||||
|
As Reported
|
|
Hardware
|
|
NCI
|
|
As Revised
|
||||||||
Revenues
|
$
|
521.2
|
|
|
$
|
(4.2
|
)
|
|
$
|
—
|
|
|
$
|
517.0
|
|
Cost of revenues
|
326.9
|
|
|
(3.6
|
)
|
|
—
|
|
|
323.3
|
|
||||
Selling, general and administrative
|
107.8
|
|
|
0.1
|
|
|
(2.0
|
)
|
|
105.9
|
|
||||
Total expenses
|
438.0
|
|
|
(3.5
|
)
|
|
(2.0
|
)
|
|
432.5
|
|
||||
Operating earnings
|
83.2
|
|
|
(0.7
|
)
|
|
2.0
|
|
|
84.5
|
|
||||
Other income, net
|
1.0
|
|
|
0.6
|
|
|
—
|
|
|
1.6
|
|
||||
Earnings before income taxes
|
75.2
|
|
|
(0.1
|
)
|
|
2.0
|
|
|
77.1
|
|
||||
Net earnings
|
42.5
|
|
|
(0.1
|
)
|
|
2.0
|
|
|
44.4
|
|
||||
Less: net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
||||
Net earnings attributable to CDK
|
$
|
42.5
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
42.4
|
|
Basic earnings attributable to CDK per share
|
$
|
0.26
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.26
|
|
Diluted earnings attributable to CDK per share
|
$
|
0.26
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.26
|
|
|
Six Months Ended December 31, 2014
|
||||||||||||||
|
|
|
Adjustments
|
|
|||||||||||
|
As Reported
|
|
Hardware
|
|
NCI
|
|
As Revised
|
||||||||
Revenues
|
$
|
1,037.2
|
|
|
$
|
(3.2
|
)
|
|
$
|
—
|
|
|
$
|
1,034.0
|
|
Cost of revenues
|
636.7
|
|
|
(1.9
|
)
|
|
—
|
|
|
634.8
|
|
||||
Selling, general and administrative
|
220.2
|
|
|
0.2
|
|
|
(4.0
|
)
|
|
216.4
|
|
||||
Total expenses
|
890.9
|
|
|
(1.7
|
)
|
|
(4.0
|
)
|
|
885.2
|
|
||||
Operating earnings
|
146.3
|
|
|
(1.5
|
)
|
|
4.0
|
|
|
148.8
|
|
||||
Other income, net
|
1.7
|
|
|
1.2
|
|
|
—
|
|
|
2.9
|
|
||||
Earnings before income taxes
|
137.9
|
|
|
(0.3
|
)
|
|
4.0
|
|
|
141.6
|
|
||||
Provision for income taxes
|
(56.3
|
)
|
|
0.1
|
|
|
—
|
|
|
(56.2
|
)
|
||||
Net earnings
|
81.6
|
|
|
(0.2
|
)
|
|
4.0
|
|
|
85.4
|
|
||||
Less: net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
4.0
|
|
|
4.0
|
|
||||
Net earnings attributable to CDK
|
$
|
81.6
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
81.4
|
|
Basic earnings attributable to CDK per share
|
$
|
0.51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.51
|
|
Diluted earnings attributable to CDK per share
|
$
|
0.51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.50
|
|
|
Three Months Ended December 31, 2014
|
||||||||||||||
|
|
|
Adjustments
|
|
|
||||||||||
|
As Reported
|
|
Hardware
|
|
NCI
|
|
As Revised
|
||||||||
Net earnings
|
$
|
42.5
|
|
|
$
|
(0.1
|
)
|
|
$
|
2.0
|
|
|
$
|
44.4
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
(19.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(19.5
|
)
|
||||
Other comprehensive loss
|
(19.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(19.5
|
)
|
||||
Comprehensive income
|
23.1
|
|
|
(0.2
|
)
|
|
2.0
|
|
|
24.9
|
|
||||
Less: comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
||||
Comprehensive income attributable to CDK
|
$
|
23.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
22.9
|
|
|
Six Months Ended December 31, 2014
|
||||||||||||||
|
|
|
Adjustments
|
|
|
||||||||||
|
As Reported
|
|
Hardware
|
|
NCI
|
|
As Revised
|
||||||||
Net earnings
|
$
|
81.6
|
|
|
$
|
(0.2
|
)
|
|
$
|
4.0
|
|
|
$
|
85.4
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
(16.8
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(16.9
|
)
|
||||
Other comprehensive loss
|
(16.8
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(16.9
|
)
|
||||
Comprehensive income
|
64.8
|
|
|
(0.3
|
)
|
|
4.0
|
|
|
68.5
|
|
||||
Less: comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
4.0
|
|
|
4.0
|
|
||||
Comprehensive income attributable to CDK
|
$
|
64.8
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
64.5
|
|
|
Six Months Ended December 31, 2014
|
|||||||||||||||||
|
|
|
Adjustments
|
|
|
|||||||||||||
|
As Reported
|
|
Hardware
|
|
NCI
|
|
Parent Investment
|
|
As Revised
|
|||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|||||||||
Net earnings
|
$
|
81.6
|
|
|
$
|
(0.2
|
)
|
|
$
|
4.0
|
|
|
—
|
|
|
$
|
85.4
|
|
Adjustments to reconcile net earnings to cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization
|
51.7
|
|
|
(8.3
|
)
|
|
—
|
|
|
—
|
|
|
43.4
|
|
||||
Deferred income taxes
|
2.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
2.3
|
|
||||
Other
|
(1.7
|
)
|
|
(0.2
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
(5.9
|
)
|
||||
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses:
|
|
|
|
|
|
|
|
|
|
|||||||||
Increase in accounts receivable
|
(27.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(27.7
|
)
|
||||
(Increase)/decrease in other assets
|
(21.0
|
)
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
(18.0
|
)
|
||||
(Decrease)/increase in accrued expenses and other liabilities
|
7.1
|
|
|
(0.7
|
)
|
|
5.4
|
|
|
—
|
|
|
11.8
|
|
||||
Net cash flows provided by/(used in) operating activities
|
106.3
|
|
|
(6.7
|
)
|
|
5.4
|
|
|
—
|
|
|
105.0
|
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
(21.2
|
)
|
|
6.7
|
|
|
—
|
|
|
—
|
|
|
(14.5
|
)
|
||||
Net transactions of parent company investment
|
(240.8
|
)
|
|
—
|
|
|
—
|
|
|
240.8
|
|
|
—
|
|
||||
Net cash flows (used in)/provided by investing activities
|
(222.5
|
)
|
|
6.7
|
|
|
—
|
|
|
240.8
|
|
|
25.0
|
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||||||||
Net transactions of parent company investment
|
—
|
|
|
—
|
|
|
—
|
|
|
(240.8
|
)
|
|
(240.8
|
)
|
||||
Dividend payment to noncontrolling owners
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|
(5.4
|
)
|
||||
Net cash flows provided by/(used in) financing activities
|
131.5
|
|
|
—
|
|
|
(5.4
|
)
|
|
(240.8
|
)
|
|
(114.7
|
)
|
•
|
persuasive evidence of an arrangement exists;
|
•
|
delivery has occurred or services have been rendered;
|
•
|
fees are fixed or determinable; and
|
•
|
collection of the revenue is reasonably assured.
|
•
|
Bundled sales of DMS and integrated solutions.
In the Automotive Retail North America and Automotive Retail International segments, the Company receives fees for product installation, fees for software licenses, ongoing software support and maintenance of DMS, and other integrated solutions that are either hosted by the Company or installed on-site at the client’s location. Revenues for term licenses are recognized ratably over the software license term, as vendor-specific objective evidence of the fair values of the individual elements in the sales arrangement does not exist. Revenue recognition commences at the installation dates, when client acceptance has occurred, and collectability of a determinable amount is probable. In the case of hosted applications, the client does not have the contractual right to take possession of the software and the items delivered at the outset of the contract (e.g., installation, training, etc.) do not have value to the client without the software license and ongoing support and maintenance. Any upfront fees charged in the case of hosted arrangements are recognized ratably over the expected benefit period of the arrangement, typically
five years
. The unrecognized portion of these revenue elements is recorded as deferred revenue.
|
•
|
Transactional revenues.
The Company receives revenues on a fee per transaction processed basis in connection with providing auto retailers interfaces with third parties to process credit reports, vehicle registrations, data updates, and automotive equity mining. Transactional revenues are recorded in accordance with ASC 605, "Revenue Recognition." Delivery occurs at the time the services are rendered. Transactional revenues are recorded in revenues gross of costs incurred for credit report processing, vehicle registrations, and automotive equity mining as the Company is contractually responsible for providing the service, software, and/or connectivity to the clients, and therefore, the Company is the primary obligor under ASC 605, "Revenue Recognition."
|
•
|
Digital Marketing services.
The Company receives revenues from the placement of advertising for clients and providing websites and related advertising and marketing services. Digital marketing revenues are recorded in accordance with ASC 605, "Revenue Recognition" as delivery occurs at the time the services are rendered.
|
|
Employee-Related Costs
|
|
Contract Termination Costs
|
|
Total Costs
|
||||||
Balance as of June 30, 2015
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
Charges
|
3.3
|
|
|
0.8
|
|
|
4.1
|
|
|||
Cash payments
|
(3.2
|
)
|
|
(0.1
|
)
|
|
(3.3
|
)
|
|||
Adjustments
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||
Foreign exchange
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31, 2015
|
$
|
2.1
|
|
|
$
|
0.7
|
|
|
$
|
2.8
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net earnings attributable to CDK
|
$
|
68.2
|
|
|
$
|
42.4
|
|
|
$
|
127.2
|
|
|
$
|
81.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
158.7
|
|
|
160.7
|
|
|
158.9
|
|
|
160.7
|
|
||||
Effect of employee stock options
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|
0.3
|
|
||||
Effect of employee restricted stock
|
0.4
|
|
|
0.5
|
|
|
0.5
|
|
|
0.2
|
|
||||
Diluted
|
159.7
|
|
|
161.8
|
|
|
160.0
|
|
|
161.2
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings attributable to CDK per share
|
$
|
0.43
|
|
|
$
|
0.26
|
|
|
$
|
0.80
|
|
|
$
|
0.51
|
|
Diluted earnings attributable to CDK per share
|
$
|
0.43
|
|
|
$
|
0.26
|
|
|
$
|
0.80
|
|
|
$
|
0.50
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
December 31,
|
|
December 31,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Stock-based awards
|
0.2
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
Automotive Retail North America
|
|
Automotive Retail International
|
|
Digital Marketing
|
|
Total
|
||||||||
Balance as of June 30, 2015
|
$
|
430.3
|
|
|
$
|
403.5
|
|
|
$
|
376.1
|
|
|
$
|
1,209.9
|
|
Currency translation adjustments
|
(2.8
|
)
|
|
(19.8
|
)
|
|
—
|
|
|
(22.6
|
)
|
||||
Balance as of December 31, 2015
|
$
|
427.5
|
|
|
$
|
383.7
|
|
|
$
|
376.1
|
|
|
$
|
1,187.3
|
|
|
December 31, 2015
|
|
June 30, 2015
|
||||||||||||||||||||
|
Original Cost
|
|
Accumulated Amortization
|
|
Intangible Assets, net
|
|
Original Cost
|
|
Accumulated Amortization
|
|
Intangible Assets, net
|
||||||||||||
Software
|
$
|
116.2
|
|
|
$
|
(96.6
|
)
|
|
$
|
19.6
|
|
|
$
|
115.6
|
|
|
$
|
(92.0
|
)
|
|
$
|
23.6
|
|
Client lists
|
195.3
|
|
|
(130.0
|
)
|
|
65.3
|
|
|
199.1
|
|
|
(125.5
|
)
|
|
73.6
|
|
||||||
Trademarks
|
25.0
|
|
|
(23.2
|
)
|
|
1.8
|
|
|
25.0
|
|
|
(22.9
|
)
|
|
2.1
|
|
||||||
Other intangibles
|
2.9
|
|
|
(2.7
|
)
|
|
0.2
|
|
|
2.4
|
|
|
(2.4
|
)
|
|
—
|
|
||||||
|
$
|
339.4
|
|
|
$
|
(252.5
|
)
|
|
$
|
86.9
|
|
|
$
|
342.1
|
|
|
$
|
(242.8
|
)
|
|
$
|
99.3
|
|
|
Amount
|
||
Six months ending June 30, 2016
|
$
|
14.0
|
|
Twelve months ending June 30, 2017
|
20.1
|
|
|
Twelve months ending June 30, 2018
|
15.3
|
|
|
Twelve months ending June 30, 2019
|
8.5
|
|
|
Twelve months ending June 30, 2020
|
6.9
|
|
|
Twelve months ending June 30, 2021
|
6.7
|
|
|
Thereafter
|
15.4
|
|
|
|
$
|
86.9
|
|
|
December 31, 2015
|
|
June 30, 2015
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
2019 term loan facility
|
234.4
|
|
|
240.6
|
|
||
2020 term loan facility
|
250.0
|
|
|
—
|
|
||
3.30% senior notes, due 2019
|
250.0
|
|
|
250.0
|
|
||
4.50% senior notes, due 2024
|
500.0
|
|
|
500.0
|
|
||
Capital lease obligations
|
3.5
|
|
|
1.5
|
|
||
Unamortized debt financing costs
|
(9.3
|
)
|
|
(8.0
|
)
|
||
Total debt and capital lease obligations
|
1,228.6
|
|
|
984.1
|
|
||
Current maturities of long-term debt and capital lease obligations
|
26.4
|
|
|
13.0
|
|
||
Total long-term debt and capital lease obligations
|
$
|
1,202.2
|
|
|
$
|
971.1
|
|
|
Amount
|
||
Twelve months ending December 31, 2016
|
$
|
26.4
|
|
Twelve months ending December 31, 2017
|
26.4
|
|
|
Twelve months ending December 31, 2018
|
25.7
|
|
|
Twelve months ending December 31, 2019
|
459.4
|
|
|
Twelve months ending December 31, 2020
|
200.0
|
|
|
Thereafter
|
500.0
|
|
|
Total debt and capital lease obligations
|
1,237.9
|
|
|
Unamortized deferred financing costs
|
(9.3
|
)
|
|
Total debt and capital lease obligations, net of unamortized deferred financing costs
|
$
|
1,228.6
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cost of revenues
|
$
|
1.5
|
|
|
$
|
2.1
|
|
|
$
|
2.7
|
|
|
$
|
3.8
|
|
Selling, general and administrative expenses
|
5.5
|
|
|
5.9
|
|
|
10.1
|
|
|
9.6
|
|
||||
Total pre-tax stock-based compensation expense
|
$
|
7.0
|
|
|
$
|
8.0
|
|
|
$
|
12.8
|
|
|
$
|
13.4
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax benefit
|
$
|
2.3
|
|
|
$
|
2.9
|
|
|
$
|
4.4
|
|
|
$
|
4.9
|
|
|
Number
of Options
(in thousands)
|
|
Weighted
Average Exercise Price
(in dollars)
|
|||
Options outstanding as of June 30, 2015
|
2,021
|
|
|
$
|
24.88
|
|
Options granted
|
147
|
|
|
50.80
|
|
|
Options exercised
|
(189
|
)
|
|
15.92
|
|
|
Options canceled
|
(37
|
)
|
|
28.46
|
|
|
Options outstanding as of December 31, 2015
|
1,942
|
|
|
$
|
27.65
|
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Non-vested restricted shares/units as of June 30, 2015
|
967
|
|
|
300
|
|
Restricted shares/units granted
|
240
|
|
|
88
|
|
Restricted shares/units vested
|
(453
|
)
|
|
(152
|
)
|
Restricted shares/units forfeited
|
(43
|
)
|
|
(8
|
)
|
Non-vested restricted shares/units as of December 31, 2015
|
711
|
|
|
228
|
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
||
Non-vested restricted shares/units as of June 30, 2015
|
70
|
|
|
222
|
|
Restricted shares/units granted
|
—
|
|
|
339
|
|
Dividend equivalents
|
—
|
|
|
2
|
|
Restricted shares/units vested
|
(70
|
)
|
|
(8
|
)
|
Restricted shares/units forfeited
|
—
|
|
|
(4
|
)
|
Non-vested restricted shares/units as of December 31, 2015
|
—
|
|
|
551
|
|
Risk-free interest rate
|
1.8
|
%
|
|
Dividend yield
|
0.9
|
%
|
|
Weighted-average volatility factor
|
24.7
|
%
|
|
Weighted-average expected life (in years)
|
6.3
|
|
|
Weighted-average fair value (in dollars)
|
$
|
12.55
|
|
|
Revenues
|
||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Automotive Retail North America
|
$
|
333.6
|
|
|
$
|
329.0
|
|
|
$
|
665.8
|
|
|
$
|
656.7
|
|
Automotive Retail International
|
78.8
|
|
|
82.9
|
|
|
157.0
|
|
|
168.6
|
|
||||
Digital Marketing
|
107.7
|
|
|
105.1
|
|
|
211.9
|
|
|
208.7
|
|
||||
Total
|
$
|
520.1
|
|
|
$
|
517.0
|
|
|
$
|
1,034.7
|
|
|
$
|
1,034.0
|
|
|
Earnings before Income Taxes
|
||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Automotive Retail North America
|
$
|
109.7
|
|
|
$
|
91.8
|
|
|
$
|
212.1
|
|
|
$
|
186.3
|
|
Automotive Retail International
|
15.9
|
|
|
15.4
|
|
|
30.1
|
|
|
28.0
|
|
||||
Digital Marketing
(1)
|
11.6
|
|
|
(4.4
|
)
|
|
22.1
|
|
|
3.7
|
|
||||
Other
(2)
|
(30.4
|
)
|
|
(25.7
|
)
|
|
(61.7
|
)
|
|
(76.4
|
)
|
||||
Total
|
$
|
106.8
|
|
|
$
|
77.1
|
|
|
$
|
202.6
|
|
|
$
|
141.6
|
|
•
|
the Company's success in obtaining, retaining and selling additional services to clients;
|
•
|
the pricing of our products and services;
|
•
|
overall market and economic conditions, including interest rate and foreign currency trends;
|
•
|
competitive conditions;
|
•
|
auto sales and advertising and related industry changes;
|
•
|
employment and wage levels;
|
•
|
changes in regulation;
|
•
|
changes in technology, security breaches, interruptions, failures, and other errors involving our systems;
|
•
|
availability of capital for the payment of debt service obligations or dividends or the repurchase of shares;
|
•
|
availability of skilled technical employees/labor/personnel;
|
•
|
the impact of new acquisitions and divestitures;
|
•
|
our ability to timely and effectively implement our business transformation plan, which is intended to increase operating efficiency and improve our global cost structure, while limiting or mitigating business disruption; and
|
•
|
the ability of significant stockholders of the Company and their affiliates to significantly influence our decisions.
|
•
|
Drive operational excellence by streamlining our organization, simplifying our business and pricing, and engaging clients more efficiently;
|
•
|
Deliver organic growth by increasing our revenues annually in order to protect our market leadership position and enhance long-term value; and
|
•
|
Maintain disciplined capital allocation by preserving our strong balance sheet and debt ratios, financial flexibility, and a target cash balance.
|
•
|
Revenues estimated to grow 4% to 5% annually on average for the next three fiscal years, and 5% to 7% thereafter;
|
•
|
Additional EBITDA of $250 to $275 million estimated to be generated over the next three fiscal years resulting in significant margin expansion, with a targeted consolidated adjusted EBITDA margin for fiscal 2018 of 35%;
|
•
|
Targeted adjusted pre-tax margins for fiscal 2018 by segment is as follows: ARNA - 45%, ARI - 25%, and DM - 20%;
|
•
|
Adjusted pre-tax earnings estimated to grow more than 25% annually on average for the next three fiscal years; and
|
•
|
Increased earnings expected to drive free cash flow (the amount of cash generated from operating activities less capital expenditures and capitalized software) of approximately $1 billion over the next three fiscal years. 70-80% of this free cash flow, along with additional borrowings, is estimated to be returned to stockholders through dividends and share repurchases or other available mechanisms.
|
|
Employee-Related Costs
|
|
Contract Termination Costs
|
|
Total Costs
|
||||||
Balance as of June 30, 2015
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
Charges
|
3.3
|
|
|
0.8
|
|
|
4.1
|
|
|||
Cash payments
|
(3.2
|
)
|
|
(0.1
|
)
|
|
(3.3
|
)
|
|||
Adjustments
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||
Foreign exchange
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31, 2015
|
$
|
2.1
|
|
|
$
|
0.7
|
|
|
$
|
2.8
|
|
•
|
cost of certain systems, such as for procurement and expense management, which were supported by ADP’s corporate information technology group, were allocated based on the approximate usage of information technology systems by the Company in relation to ADP’s total usage;
|
•
|
corporate human resources costs were allocated based on the estimated percentage of usage by the Company, including benefits, recruiting, global learning and development, employee relocation services, and other human resources shared services;
|
•
|
travel department costs were allocated based on the estimated percentage of travel directly related to the Company;
|
•
|
security department costs were allocated based on the estimated percentage of usage of security for the Company in relation to ADP’s total security usage;
|
•
|
real estate department costs were allocated based on the estimated percentage of square footage of facilities for the Company that were managed by the ADP corporate real estate department in relation to ADP’s total managed facilities; and
|
•
|
all other allocations were based on an estimated percentage of support staff time related to the Company in comparison to ADP as a whole.
|
•
|
compensation of corporate headquarters management and of directors;
|
•
|
corporate finance functions including accounting, treasury, internal audit, investor relations, and tax;
|
•
|
annual meetings of stockholders;
|
•
|
board of directors and committee meetings;
|
•
|
Exchange Act annual, quarterly, and current report preparation and filing, including reports to stockholders;
|
•
|
SEC and stock exchange corporate governance compliance;
|
•
|
stock exchange listing fees and transfer agent fees; and
|
•
|
directors and officers insurance.
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
$
|
520.1
|
|
|
$
|
517.0
|
|
|
$
|
3.1
|
|
|
1
|
%
|
|
$
|
1,034.7
|
|
|
$
|
1,034.0
|
|
|
$
|
0.7
|
|
|
—
|
%
|
Cost of revenues
|
301.2
|
|
|
323.3
|
|
|
(22.1
|
)
|
|
(7
|
)%
|
|
612.0
|
|
|
634.8
|
|
|
(22.8
|
)
|
|
(4
|
)%
|
||||||
Selling, general, and administrative costs
|
105.8
|
|
|
105.9
|
|
|
(0.1
|
)
|
|
—
|
%
|
|
203.2
|
|
|
216.4
|
|
|
(13.2
|
)
|
|
(6
|
)%
|
||||||
Restructuring expenses
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
n/m
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
n/m
|
|
||||||
Separation costs
|
—
|
|
|
3.3
|
|
|
(3.3
|
)
|
|
(100
|
)%
|
|
—
|
|
|
34.0
|
|
|
(34.0
|
)
|
|
(100
|
)%
|
||||||
Total expenses
|
408.8
|
|
|
432.5
|
|
|
(23.7
|
)
|
|
(5
|
)%
|
|
818.9
|
|
|
885.2
|
|
|
(66.3
|
)
|
|
(7
|
)%
|
||||||
Operating earnings
|
111.3
|
|
|
84.5
|
|
|
26.8
|
|
|
32
|
%
|
|
215.8
|
|
|
148.8
|
|
|
67.0
|
|
|
45
|
%
|
||||||
Interest expense
|
(9.5
|
)
|
|
(9.0
|
)
|
|
(0.5
|
)
|
|
6
|
%
|
|
(18.8
|
)
|
|
(10.1
|
)
|
|
(8.7
|
)
|
|
86
|
%
|
||||||
Other income, net
|
5.0
|
|
|
1.6
|
|
|
3.4
|
|
|
n/m
|
|
|
5.6
|
|
|
2.9
|
|
|
2.7
|
|
|
93
|
%
|
||||||
Earnings before income taxes
|
106.8
|
|
|
77.1
|
|
|
29.7
|
|
|
39
|
%
|
|
202.6
|
|
|
141.6
|
|
|
61.0
|
|
|
43
|
%
|
||||||
Margin %
|
20.5
|
%
|
|
14.9
|
%
|
|
|
|
|
|
19.6
|
%
|
|
13.7
|
%
|
|
|
|
|
||||||||||
Provision for income taxes
|
(37.1
|
)
|
|
(32.7
|
)
|
|
(4.4
|
)
|
|
13
|
%
|
|
(71.7
|
)
|
|
(56.2
|
)
|
|
(15.5
|
)
|
|
28
|
%
|
||||||
Effective tax rate
|
34.7
|
%
|
|
42.4
|
%
|
|
|
|
|
|
35.4
|
%
|
|
39.7
|
%
|
|
|
|
|
|
|||||||||
Net earnings
|
69.7
|
|
|
44.4
|
|
|
25.3
|
|
|
57
|
%
|
|
130.9
|
|
|
85.4
|
|
|
45.5
|
|
|
53
|
%
|
||||||
Less: net earnings attributable to noncontrolling interest
|
1.5
|
|
|
2.0
|
|
|
(0.5
|
)
|
|
(25
|
)%
|
|
3.7
|
|
|
4.0
|
|
|
(0.3
|
)
|
|
(8
|
)%
|
||||||
Net earnings attributable to CDK
|
$
|
68.2
|
|
|
$
|
42.4
|
|
|
$
|
25.8
|
|
|
61
|
%
|
|
$
|
127.2
|
|
|
$
|
81.4
|
|
|
$
|
45.8
|
|
|
56
|
%
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
520.1
|
|
|
$
|
517.0
|
|
|
$
|
3.1
|
|
|
1
|
%
|
Impact of exchange rates
|
12.5
|
|
|
—
|
|
|
12.5
|
|
|
|
||||
Constant currency revenues
|
$
|
532.6
|
|
|
$
|
517.0
|
|
|
$
|
15.6
|
|
|
3
|
%
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
1,034.7
|
|
|
$
|
1,034.0
|
|
|
$
|
0.7
|
|
|
—
|
%
|
Impact of exchange rates
|
28.2
|
|
|
—
|
|
|
28.2
|
|
|
|
||||
Constant currency revenues
|
$
|
1,062.9
|
|
|
$
|
1,034.0
|
|
|
$
|
28.9
|
|
|
3
|
%
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
$
|
520.1
|
|
|
$
|
517.0
|
|
|
$
|
3.1
|
|
|
1
|
%
|
|
$
|
1,034.7
|
|
|
$
|
1,034.0
|
|
|
$
|
0.7
|
|
|
—
|
%
|
Internet sales leads revenues
(1)
|
—
|
|
|
(12.7
|
)
|
|
12.7
|
|
|
|
|
—
|
|
|
(26.8
|
)
|
|
26.8
|
|
|
|
||||||||
Adjusted revenues
|
$
|
520.1
|
|
|
$
|
504.3
|
|
|
$
|
15.8
|
|
|
3
|
%
|
|
$
|
1,034.7
|
|
|
$
|
1,007.2
|
|
|
$
|
27.5
|
|
|
3
|
%
|
Impact of exchange rates
|
12.5
|
|
|
—
|
|
|
12.5
|
|
|
|
|
28.2
|
|
|
—
|
|
|
28.2
|
|
|
|
||||||||
Constant currency adjusted revenues
|
$
|
532.6
|
|
|
$
|
504.3
|
|
|
$
|
28.3
|
|
|
6
|
%
|
|
$
|
1,062.9
|
|
|
$
|
1,007.2
|
|
|
$
|
55.7
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings before income taxes
|
$
|
106.8
|
|
|
$
|
77.1
|
|
|
$
|
29.7
|
|
|
39
|
%
|
|
$
|
202.6
|
|
|
$
|
141.6
|
|
|
$
|
61.0
|
|
|
43
|
%
|
Separation costs
(2)
|
—
|
|
|
3.3
|
|
|
(3.3
|
)
|
|
|
|
—
|
|
|
34.0
|
|
|
(34.0
|
)
|
|
|
||||||||
Accelerated trademark amortization
(3)
|
—
|
|
|
15.6
|
|
|
(15.6
|
)
|
|
|
|
—
|
|
|
15.6
|
|
|
(15.6
|
)
|
|
|
||||||||
Stand-alone public company costs
(4)
|
—
|
|
|
(3.4
|
)
|
|
3.4
|
|
|
|
|
—
|
|
|
(13.7
|
)
|
|
13.7
|
|
|
|
||||||||
Trademark royalty fee
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
5.7
|
|
|
(5.7
|
)
|
|
|
||||||||
Stock-based compensation
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
|
|
||||||||
Interest expense
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(8.2
|
)
|
|
8.2
|
|
|
|
||||||||
Restructuring expenses
(6)
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
|
||||||||
Other business transformation expenses
(6)
|
5.1
|
|
|
—
|
|
|
5.1
|
|
|
|
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|
|
||||||||
Tax matters indemnification gain, net
(7)
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
|
||||||||
Internet sales leads earnings
(1)
|
—
|
|
|
(0.5
|
)
|
|
0.5
|
|
|
|
|
—
|
|
|
(1.5
|
)
|
|
1.5
|
|
|
|
||||||||
Adjusted earnings before income taxes
|
$
|
111.1
|
|
|
$
|
92.1
|
|
|
$
|
19.0
|
|
|
21
|
%
|
|
$
|
210.5
|
|
|
$
|
173.1
|
|
|
$
|
37.4
|
|
|
22
|
%
|
Adjusted margin %
|
21.4
|
%
|
|
18.3
|
%
|
|
310 bps
|
|
|
|
|
20.3
|
%
|
|
17.2
|
%
|
|
310 bps
|
|
|
|
||||||||
Impact of exchange rates
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|
|
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|
|
||||||||
Constant currency adjusted earnings before income taxes
|
$
|
114.5
|
|
|
$
|
92.1
|
|
|
$
|
22.4
|
|
|
24
|
%
|
|
$
|
217.6
|
|
|
$
|
173.1
|
|
|
$
|
44.5
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Provision for income taxes
|
$
|
37.1
|
|
|
$
|
32.7
|
|
|
$
|
4.4
|
|
|
13
|
%
|
|
$
|
71.7
|
|
|
$
|
56.2
|
|
|
$
|
15.5
|
|
|
28
|
%
|
Income tax effect of pre-tax adjustments
(8)
|
2.1
|
|
|
5.0
|
|
|
(2.9
|
)
|
|
|
|
3.3
|
|
|
6.7
|
|
|
(3.4
|
)
|
|
|
||||||||
Income tax expense due to bonus depreciation law change
(9)
|
—
|
|
|
(4.6
|
)
|
|
4.6
|
|
|
|
|
—
|
|
|
(4.6
|
)
|
|
4.6
|
|
|
|
||||||||
Pre spin-off filed tax return adjustment
(10)
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
|
||||||||
Adjusted provision for income taxes
|
$
|
39.6
|
|
|
$
|
33.1
|
|
|
$
|
6.5
|
|
|
20
|
%
|
|
$
|
75.4
|
|
|
$
|
58.3
|
|
|
$
|
17.1
|
|
|
29
|
%
|
Adjusted effective tax rate
|
35.6
|
%
|
|
35.9
|
%
|
|
|
|
|
|
35.8
|
%
|
|
33.7
|
%
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Net earnings attributable to CDK
|
$
|
68.2
|
|
|
$
|
42.4
|
|
|
$
|
25.8
|
|
|
61
|
%
|
|
$
|
127.2
|
|
|
$
|
81.4
|
|
|
$
|
45.8
|
|
|
56
|
%
|
Separation costs
(2)
|
—
|
|
|
3.3
|
|
|
(3.3
|
)
|
|
|
|
—
|
|
|
34.0
|
|
|
(34.0
|
)
|
|
|
||||||||
Accelerated trademark amortization
(3)
|
—
|
|
|
15.6
|
|
|
(15.6
|
)
|
|
|
|
—
|
|
|
15.6
|
|
|
(15.6
|
)
|
|
|
||||||||
Stand-alone public company costs
(4)
|
—
|
|
|
(3.4
|
)
|
|
3.4
|
|
|
|
|
—
|
|
|
(13.7
|
)
|
|
13.7
|
|
|
|
||||||||
Trademark royalty fee
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
5.7
|
|
|
(5.7
|
)
|
|
|
||||||||
Stock-based compensation
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
|
|
||||||||
Interest expense
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(8.2
|
)
|
|
8.2
|
|
|
|
||||||||
Restructuring expenses
(6)
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
|
||||||||
Other business transformation expenses
(6)
|
5.1
|
|
|
—
|
|
|
5.1
|
|
|
|
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|
|
||||||||
Tax matters indemnification gain, net
(7)
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
|
||||||||
Internet sales leads earnings
(1)
|
—
|
|
|
(0.5
|
)
|
|
0.5
|
|
|
|
|
—
|
|
|
(1.5
|
)
|
|
1.5
|
|
|
|
||||||||
Income tax effect of pre-tax adjustments
(8)
|
(2.1
|
)
|
|
(5.0
|
)
|
|
2.9
|
|
|
|
|
(3.3
|
)
|
|
(6.7
|
)
|
|
3.4
|
|
|
|
||||||||
Income tax expense due to bonus depreciation law change
(9)
|
—
|
|
|
4.6
|
|
|
(4.6
|
)
|
|
|
|
—
|
|
|
4.6
|
|
|
(4.6
|
)
|
|
|
||||||||
Pre spin-off filed tax return adjustment
(10)
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
|
||||||||
Adjusted net earnings attributable to CDK
|
$
|
70.0
|
|
|
$
|
57.0
|
|
|
$
|
13.0
|
|
|
23
|
%
|
|
$
|
131.4
|
|
|
$
|
110.8
|
|
|
$
|
20.6
|
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted net earnings attributable to CDK per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic
|
$
|
0.44
|
|
|
$
|
0.35
|
|
|
|
|
26
|
%
|
|
$
|
0.83
|
|
|
$
|
0.69
|
|
|
|
|
20
|
%
|
||||
Diluted
|
$
|
0.44
|
|
|
$
|
0.35
|
|
|
|
|
26
|
%
|
|
$
|
0.82
|
|
|
$
|
0.69
|
|
|
|
|
19
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic
(11)
|
158.7
|
|
|
160.7
|
|
|
|
|
|
|
158.9
|
|
|
160.7
|
|
|
|
|
|
||||||||||
Diluted
(11)
|
159.7
|
|
|
161.8
|
|
|
|
|
|
|
160.0
|
|
|
161.2
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Earnings before income taxes
|
$
|
106.8
|
|
|
$
|
77.1
|
|
|
$
|
29.7
|
|
|
39
|
%
|
|
$
|
202.6
|
|
|
$
|
141.6
|
|
|
$
|
61.0
|
|
|
43
|
%
|
Interest expense
(1)
|
9.5
|
|
|
9.0
|
|
|
0.5
|
|
|
|
|
18.8
|
|
|
10.1
|
|
|
8.7
|
|
|
|
||||||||
Depreciation and amortization
(2)
|
14.7
|
|
|
29.5
|
|
|
(14.8
|
)
|
|
|
|
28.7
|
|
|
43.4
|
|
|
(14.7
|
)
|
|
|
||||||||
Separation costs
(3)
|
—
|
|
|
3.3
|
|
|
(3.3
|
)
|
|
|
|
—
|
|
|
34.0
|
|
|
(34.0
|
)
|
|
|
||||||||
Stand-alone public company costs
(4)
|
—
|
|
|
(3.4
|
)
|
|
3.4
|
|
|
|
|
—
|
|
|
(13.7
|
)
|
|
13.7
|
|
|
|
||||||||
Trademark royalty fee
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
5.7
|
|
|
(5.7
|
)
|
|
|
||||||||
Total stock-based compensation
(6)
|
7.0
|
|
|
8.0
|
|
|
(1.0
|
)
|
|
|
|
12.8
|
|
|
13.4
|
|
|
(0.6
|
)
|
|
|
||||||||
Restructuring expenses
(7)
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
|
||||||||
Other business transformation expenses
(7)
|
4.6
|
|
|
—
|
|
|
4.6
|
|
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|
|
||||||||
Tax matters indemnification gain, net
(8)
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
|
||||||||
Internet sales leads earnings
(9)
|
—
|
|
|
(0.5
|
)
|
|
0.5
|
|
|
|
|
—
|
|
|
(1.5
|
)
|
|
1.5
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
141.8
|
|
|
$
|
123.0
|
|
|
$
|
18.8
|
|
|
15
|
%
|
|
$
|
270.2
|
|
|
$
|
233.0
|
|
|
$
|
37.2
|
|
|
16
|
%
|
Adjusted margin %
|
27.3
|
%
|
|
24.4
|
%
|
|
290 bps
|
|
|
|
|
26.1
|
%
|
|
23.1
|
%
|
|
300 bps
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Segment Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Automotive Retail North America
|
$
|
333.6
|
|
|
$
|
329.0
|
|
|
$
|
4.6
|
|
|
1
|
%
|
|
$
|
665.8
|
|
|
$
|
656.7
|
|
|
$
|
9.1
|
|
|
1
|
%
|
Automotive Retail International
|
78.8
|
|
|
82.9
|
|
|
(4.1
|
)
|
|
(5
|
)%
|
|
157.0
|
|
|
168.6
|
|
|
(11.6
|
)
|
|
(7
|
)%
|
||||||
Digital Marketing
|
107.7
|
|
|
105.1
|
|
|
2.6
|
|
|
2
|
%
|
|
211.9
|
|
|
208.7
|
|
|
3.2
|
|
|
2
|
%
|
||||||
Total Revenues
|
$
|
520.1
|
|
|
$
|
517.0
|
|
|
$
|
3.1
|
|
|
1
|
%
|
|
$
|
1,034.7
|
|
|
$
|
1,034.0
|
|
|
$
|
0.7
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Segment Earnings before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Automotive Retail North America
|
$
|
109.7
|
|
|
$
|
91.8
|
|
|
$
|
17.9
|
|
|
19
|
%
|
|
$
|
212.1
|
|
|
$
|
186.3
|
|
|
$
|
25.8
|
|
|
14
|
%
|
Margin %
|
32.9
|
%
|
|
27.9
|
%
|
|
|
|
|
|
31.9
|
%
|
|
28.4
|
%
|
|
|
|
|
||||||||||
Automotive Retail International
|
15.9
|
|
|
15.4
|
|
|
0.5
|
|
|
3
|
%
|
|
30.1
|
|
|
28.0
|
|
|
2.1
|
|
|
8
|
%
|
||||||
Margin %
|
20.2
|
%
|
|
18.6
|
%
|
|
|
|
|
|
19.2
|
%
|
|
16.6
|
%
|
|
|
|
|
||||||||||
Digital Marketing
|
11.6
|
|
|
(4.4
|
)
|
|
16.0
|
|
|
n/m
|
|
|
22.1
|
|
|
3.7
|
|
|
18.4
|
|
|
n/m
|
|
||||||
Margin %
|
10.8
|
%
|
|
(4.2
|
)%
|
|
|
|
|
|
10.4
|
%
|
|
1.8
|
%
|
|
|
|
|
||||||||||
Other
|
(30.4
|
)
|
|
(25.7
|
)
|
|
(4.7
|
)
|
|
18
|
%
|
|
(61.7
|
)
|
|
(76.4
|
)
|
|
14.7
|
|
|
(19
|
)%
|
||||||
Total Earnings before Income Taxes
|
$
|
106.8
|
|
|
$
|
77.1
|
|
|
$
|
29.7
|
|
|
39
|
%
|
|
$
|
202.6
|
|
|
$
|
141.6
|
|
|
$
|
61.0
|
|
|
43
|
%
|
Margin %
|
20.5
|
%
|
|
14.9
|
%
|
|
|
|
|
|
19.6
|
%
|
|
13.7
|
%
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
$
|
333.6
|
|
|
$
|
329.0
|
|
|
$
|
4.6
|
|
|
1
|
%
|
|
$
|
665.8
|
|
|
$
|
656.7
|
|
|
$
|
9.1
|
|
|
1
|
%
|
Internet sales leads revenues
|
—
|
|
|
(12.7
|
)
|
|
12.7
|
|
|
|
|
—
|
|
|
(26.8
|
)
|
|
26.8
|
|
|
|
||||||||
Adjusted revenues
|
$
|
333.6
|
|
|
$
|
316.3
|
|
|
$
|
17.3
|
|
|
5
|
%
|
|
$
|
665.8
|
|
|
$
|
629.9
|
|
|
$
|
35.9
|
|
|
6
|
%
|
Impact of exchange rates
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|
|
|
8.3
|
|
|
—
|
|
|
8.3
|
|
|
|
||||||||
Constant currency adjusted revenues
|
$
|
337.5
|
|
|
$
|
316.3
|
|
|
$
|
21.2
|
|
|
7
|
%
|
|
$
|
674.1
|
|
|
$
|
629.9
|
|
|
$
|
44.2
|
|
|
7
|
%
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Earnings before income taxes
|
$
|
109.7
|
|
|
$
|
91.8
|
|
|
$
|
17.9
|
|
|
19
|
%
|
|
$
|
212.1
|
|
|
$
|
186.3
|
|
|
$
|
25.8
|
|
|
14
|
%
|
Margin %
|
32.9
|
%
|
|
27.9
|
%
|
|
500 bps
|
|
|
|
|
31.9
|
%
|
|
28.4
|
%
|
|
350 bps
|
|
|
|
||||||||
Stand-alone public company costs
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(2.1
|
)
|
|
2.1
|
|
|
|
||||||||
Internet sales leads earnings
|
—
|
|
|
(0.5
|
)
|
|
0.5
|
|
|
|
|
—
|
|
|
(1.5
|
)
|
|
1.5
|
|
|
|
||||||||
Adjusted earnings before income taxes
|
$
|
109.7
|
|
|
$
|
91.3
|
|
|
$
|
18.4
|
|
|
20
|
%
|
|
$
|
212.1
|
|
|
$
|
182.7
|
|
|
$
|
29.4
|
|
|
16
|
%
|
Adjusted margin %
|
32.9
|
%
|
|
28.9
|
%
|
|
400 bps
|
|
|
|
|
31.9
|
%
|
|
29.0
|
%
|
|
290 bps
|
|
|
|
||||||||
Impact of exchange rates
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
|
|
3.3
|
|
|
—
|
|
|
3.3
|
|
|
|
||||||||
Constant currency adjusted earnings before income taxes
|
$
|
111.2
|
|
|
$
|
91.3
|
|
|
$
|
19.9
|
|
|
22
|
%
|
|
$
|
215.4
|
|
|
$
|
182.7
|
|
|
$
|
32.7
|
|
|
18
|
%
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
$
|
78.8
|
|
|
$
|
82.9
|
|
|
$
|
(4.1
|
)
|
|
(5
|
)%
|
|
$
|
157.0
|
|
|
$
|
168.6
|
|
|
$
|
(11.6
|
)
|
|
(7
|
)%
|
Impact of exchange rates
|
8.2
|
|
|
—
|
|
|
8.2
|
|
|
|
|
19.0
|
|
|
—
|
|
|
19.0
|
|
|
|
||||||||
Constant currency revenues
|
$
|
87.0
|
|
|
$
|
82.9
|
|
|
$
|
4.1
|
|
|
5
|
%
|
|
$
|
176.0
|
|
|
$
|
168.6
|
|
|
$
|
7.4
|
|
|
4
|
%
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Earnings before income taxes
|
$
|
15.9
|
|
|
$
|
15.4
|
|
|
$
|
0.5
|
|
|
3
|
%
|
|
$
|
30.1
|
|
|
$
|
28.0
|
|
|
$
|
2.1
|
|
|
8
|
%
|
Margin %
|
20.2
|
%
|
|
18.6
|
%
|
|
160 bps
|
|
|
|
|
19.2
|
%
|
|
16.6
|
%
|
|
260 bps
|
|
|
|
||||||||
Impact of exchange rates
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
|
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|
|
||||||||
Constant currency earnings before income taxes
|
$
|
17.5
|
|
|
$
|
15.4
|
|
|
$
|
2.1
|
|
|
14
|
%
|
|
$
|
33.3
|
|
|
$
|
28.0
|
|
|
$
|
5.3
|
|
|
19
|
%
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
$
|
107.7
|
|
|
$
|
105.1
|
|
|
$
|
2.6
|
|
|
2
|
%
|
|
$
|
211.9
|
|
|
$
|
208.7
|
|
|
$
|
3.2
|
|
|
2
|
%
|
Impact of exchange rates
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|
|
||||||||
Constant currency revenues
|
$
|
108.1
|
|
|
$
|
105.1
|
|
|
$
|
3.0
|
|
|
3
|
%
|
|
$
|
212.8
|
|
|
$
|
208.7
|
|
|
$
|
4.1
|
|
|
2
|
%
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Earnings (loss) before income taxes
|
$
|
11.6
|
|
|
$
|
(4.4
|
)
|
|
$
|
16.0
|
|
|
n/m
|
|
|
$
|
22.1
|
|
|
$
|
3.7
|
|
|
$
|
18.4
|
|
|
n/m
|
|
Margin %
|
10.8
|
%
|
|
(4.2
|
)%
|
|
1500 bps
|
|
|
|
|
10.4
|
%
|
|
1.8
|
%
|
|
860 bps
|
|
|
|
||||||||
Accelerated trademark amortization
|
—
|
|
|
15.6
|
|
|
(15.6
|
)
|
|
|
|
—
|
|
|
15.6
|
|
|
(15.6
|
)
|
|
|
||||||||
Adjusted earnings before income taxes
|
$
|
11.6
|
|
|
$
|
11.2
|
|
|
$
|
0.4
|
|
|
4
|
%
|
|
$
|
22.1
|
|
|
$
|
19.3
|
|
|
$
|
2.8
|
|
|
15
|
%
|
Adjusted margin %
|
10.8
|
%
|
|
10.7
|
%
|
|
10 bps
|
|
|
|
|
10.4
|
%
|
|
9.2
|
%
|
|
120 bps
|
|
|
|
||||||||
Impact of exchange rates
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
|
||||||||
Constant currency earnings before income taxes
|
$
|
12.0
|
|
|
$
|
11.2
|
|
|
$
|
0.8
|
|
|
7
|
%
|
|
$
|
22.7
|
|
|
$
|
19.3
|
|
|
$
|
3.4
|
|
|
18
|
%
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
December 31,
|
|
Change
|
|
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
Loss before income taxes
|
$
|
(30.4
|
)
|
|
$
|
(25.7
|
)
|
|
$
|
(4.7
|
)
|
|
18
|
%
|
|
$
|
(61.7
|
)
|
|
$
|
(76.4
|
)
|
|
$
|
14.7
|
|
|
(19
|
)%
|
Separation costs
|
—
|
|
|
3.3
|
|
|
(3.3
|
)
|
|
|
|
—
|
|
|
34.0
|
|
|
(34.0
|
)
|
|
|
||||||||
Stand-alone public company costs
|
—
|
|
|
(3.4
|
)
|
|
3.4
|
|
|
|
|
—
|
|
|
(11.6
|
)
|
|
11.6
|
|
|
|
||||||||
Trademark royalty fee
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
5.7
|
|
|
(5.7
|
)
|
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
|
|
||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(8.2
|
)
|
|
8.2
|
|
|
|
||||||||
Restructuring expenses
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
|
||||||||
Other business transformation expenses
|
5.1
|
|
|
—
|
|
|
5.1
|
|
|
|
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|
|
||||||||
Tax matters indemnification gain, net
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
|
||||||||
Adjusted loss before income taxes
|
$
|
(26.1
|
)
|
|
$
|
(25.8
|
)
|
|
$
|
(0.3
|
)
|
|
1
|
%
|
|
$
|
(53.8
|
)
|
|
$
|
(56.9
|
)
|
|
$
|
3.1
|
|
|
(5
|
)%
|
Impact of exchange rates
|
(0.1
|
)
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||||||||
Constant currency loss before income taxes
|
$
|
(26.2
|
)
|
|
$
|
(25.8
|
)
|
|
$
|
(0.4
|
)
|
|
2
|
%
|
|
$
|
(53.8
|
)
|
|
$
|
(56.9
|
)
|
|
$
|
3.1
|
|
|
(5
|
)%
|
|
Six Months Ended
|
|
|
||||||||
|
December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
$ Change
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
25.8
|
|
|
$
|
105.0
|
|
|
$
|
(79.2
|
)
|
Investing activities
|
(19.2
|
)
|
|
25.0
|
|
|
(44.2
|
)
|
|||
Financing activities
|
(58.3
|
)
|
|
(114.7
|
)
|
|
56.4
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(9.0
|
)
|
|
(15.9
|
)
|
|
6.9
|
|
|||
Net change in cash and cash equivalents
|
$
|
(60.7
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(60.1
|
)
|
•
|
the ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions, or other purposes may be impaired or the financing may not be available on favorable terms, or at all;
|
•
|
any failure to comply with the obligations of any of our debt instruments could result in an event of default under the agreements governing such indebtedness;
|
•
|
a portion of cash flows will be required to make payment of principal of, and interest on, our indebtedness, reducing the funds that would otherwise be available for operations, future business opportunities, and potential dividends to our stockholders;
|
•
|
our indebtedness will make us more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
|
•
|
our indebtedness may limit our flexibility in responding to changing business and economic conditions.
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares as Part of Publicly Announced Programs
(2)
|
|
Maximum Number (or Approximate Dollar Value) that May Yet Be Purchased Under the Program
(2)(3)
|
||||||
October 1 - 31, 2015
|
|
448
|
|
|
$
|
48.01
|
|
|
—
|
|
|
8,750,584
|
|
|
November 1 - 30, 2015
|
|
1,748
|
|
|
$
|
47.96
|
|
|
—
|
|
|
8,750,584
|
|
|
December 1 - 31, 2015
|
|
4,337,690
|
|
|
$
|
46.11
|
|
|
4,337,690
|
|
|
$
|
750,000,000
|
|
Total
|
|
4,339,886
|
|
|
$
|
46.11
|
|
|
4,337,690
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
10.1
|
|
2014 Omnibus Award Plan
|
|
DEF 14A
|
|
1-36486
|
|
Appendix A
|
|
9/22/15
|
|
|
10.2
|
|
Form of Restricted Stock Unit Award Agreement under the 2014 Omnibus Award Plan (Form for Non-Employee Director)
|
|
10-Q
|
|
1-36486
|
|
10.7
|
|
11/3/2015
|
|
|
10.3
|
|
Form of Stock Option Grant Agreement under the 2014 Omnibus Award Plan (Form for Non-Employee Director)
|
|
10-Q
|
|
1-36486
|
|
10.8
|
|
11/3/2015
|
|
|
10.4
|
|
Employment Agreement, dated December 11, 2015, between CDK Global, Inc. and Brian P. MacDonald (Management Compensatory Plan)
|
|
8-K
|
|
1-36486
|
|
10.1
|
|
12/11/2015
|
|
|
10.5
|
|
Credit Agreement, dated December 14, 2015, between CDK Global, Inc. and Bank of America, N.A.
|
|
8-K
|
|
1-36486
|
|
10.1
|
|
12/14/2015
|
|
|
10.6
|
|
Transition and Release Agreement dated February 2, 2016, between CDK Global, Inc. and Steven J. Anenen
|
|
|
|
|
|
|
|
|
|
X
|
10.7
|
|
CDK Global, Inc. Corporate Officer Severance Plan (Management Compensatory Plan)
|
|
|
|
|
|
|
|
|
|
X
|
10.8
|
|
Form of Stock Option Grant Agreement under the 2014 Omnibus Award Plan (Form for Corporate Officers) (Management Compensatory Plan)
|
|
|
|
|
|
|
|
|
|
X
|
10.9
|
|
UK Tax Advantaged Sub-Plan Form of Stock Option Grant Agreement under the 2014 Omnibus Award Plan (Form for Corporate Officers) (Management Compensatory Plan)
|
|
|
|
|
|
|
|
|
|
X
|
10.10
|
|
Form of Restricted Unit Award Agreement under the 2014 Omnibus Award Plan (Form for Corporate Officers) (Management Compensatory Plan)
|
|
|
|
|
|
|
|
|
|
X
|
10.11
|
|
Form of Restricted Stock Award Agreement under the 2014 Omnibus Award Plan (Form for Corporate Officers) (Management Compensatory Plan)
|
|
|
|
|
|
|
|
|
|
X
|
10.12
|
|
Form of Performance Stock Unit Award Agreement under the 2014 Omnibus Award Plan (Form for Corporate Officers) (Management Compensatory Plan)
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certification by Steven J. Anenen pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification by Alfred A. Nietzel pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
|
|
X
|
32.1
|
|
Certification by Steven J. Anenen pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.2
|
|
Certification by Alfred A. Nietzel pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL instance document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL taxonomy extension schema document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL taxonomy extension calculation linkbase document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL taxonomy label linkbase document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL taxonomy extension presentation linkbase document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL taxonomy extension definition linkbase document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
CDK Global, Inc.
(Registrant)
|
|
|
|
Date:
|
February 3, 2016
|
/s/ Alfred A. Nietzel
Alfred A. Nietzel
|
|
|
|
|
|
Vice President, Chief Financial Officer (principal financial and accounting officer)
(Title)
|
1.
|
Definitions.
|
2.
|
Duties and Best Efforts.
I agree to provide to CDK and its Clients services related to the Business of CDK, as directed by CDK in its sole discretion. During employment, I agree to devote my full time and best efforts to CDK, not to provide to CDK’s Clients or CDK’s competitors the same or similar services or products as those provided to CDK other than on behalf of CDK, and not to engage in any other employment, consultant, or advisory relationship that is the same as, similar to, or related to my duties with CDK or the Business of CDK or that otherwise creates a conflict of interest with CDK. I also agree that I am prohibited from accessing any of CDK’s computer systems, servers, drives, or databases for any competitive or conflicting purpose and that any authorization for such access is revoked and prohibited by CDK once I engage in any competitive or conflicting activities or take any material steps towards accomplishing any competitive or conflicting activities.
|
3.
|
Non-Competition.
I agree that during my employment and for a period of twelve (12) months from the voluntary or involuntary termination of my employment for any reason and with or without cause, I will not, directly or indirectly, own, manage, operate, join, control, be employed by or with, or participate in any manner with a Competing Business where doing so will require me to provide the same or substantially similar services to a Competing Business as those which I provided to CDK while employed, or (ii) use or disclose CDK’s
|
4.
|
Non-Solicitation of and Non-Interference with Clients, Business Partners, and Vendors.
|
5.
|
Non-Solicitation of Employees.
I agree that during my employment with CDK and for a period of twelve (12) months following the voluntary or involuntary termination of my employment for any reason and with or without cause, I will not, directly or indirectly, hire, solicit, recruit, or encourage to leave CDK for a Competing Business, any current employees of CDK.
|
6.
|
Non-Disclosure and Non-Use of Confidential Information and Trade Secrets.
During my employment, except as authorized and required to perform my duties for CDK, and after the voluntary or involuntary termination of my employment for any reason and with or without cause, I will not disclose, use, reproduce, distribute, or otherwise disseminate CDK’s Confidential Information or trade secrets or take any action causing, or fail to take any action necessary, in order to prevent any such information to lose its character or cease to qualify as Confidential Information or a trade secret. I agree to inquire with CDK if I have any questions about whether particular information is Confidential Information or a trade secret before using or disclosing such information. I also agree to immediately return to CDK all property belonging to CDK such as keys, credit cards, telephones, tools, equipment, computers, and electronic storage devices, as well as all originals, copies, or other physical embodiments of CDK’s Confidential Information or trade secrets (regardless of whether it is in paper, electronic, or other form), including any such information in any programs, business forms, manuals, correspondence, files, databases, or on computer disks or any other storage medium, whether or not owned or controlled by me or CDK (e.g., social and business networking websites, web-based email servers, or cloud storage services), immediately upon termination of my employment or upon any earlier request by CDK, and I agree not to keep or distribute any copies, electronic or otherwise, of any of the foregoing. I also understand
|
7.
|
Prior Agreements and Disclosure of Agreement to Third Parties.
I represent that I am not a party to any agreement with any former employer or any other person or entity containing any non-disclosure, non-compete, non-solicitation, non-recruitment, intellectual property assignment, or other covenants that will affect my ability to devote my full time and attention to the Business of CDK that has not already been disclosed to CDK in writing. I also agree to provide a copy of this Agreement to any subsequent employer, person, or entity to which I intend to provide services that may conflict with any of my obligations in this Agreement prior to engaging in any such activities and to provide CDK in writing the name and address of any such employer, person, or entity and a description of the services I intend to provide prior to engaging in any such activities. I agree that CDK may also provide a copy of this Agreement or a description of its terms to any Client, subsequent employer, or other third party at any time as it deems necessary to protect its interests, and I agree to indemnify CDK against any claims and hold CDK harmless from any losses, costs, fees, expenses, and damages arising out of my failure to comply with this paragraph.
|
8.
|
Severability and Reformation.
I agree if any particular paragraph, subparagraph, phrase, word, or other portion of this Agreement is determined by an appropriate court to be invalid or unenforceable as written, it shall be modified as necessary to be made valid or enforceable, and such modification shall not affect the remaining provisions of this Agreement, or if it cannot be modified to be made valid or enforceable, then it shall be severed from this Agreement, and all remaining terms and provisions shall remain enforceable.
|
9.
|
Choice of Law, Venue, and Jurisdiction.
The interpretation, validity, and enforcement of this Agreement will be governed by the laws of the State of Illinois, without regard to any conflicts of law principles that require the application of the law of another jurisdiction. I agree that any action by me to challenge the enforceability of this Agreement must be brought or litigated exclusively in the appropriate state or federal court located in the State of Illinois. I also agree that any action by CDK to enforce this Agreement, as well as any related disputes or litigation related to this Agreement, may, but do not have to, be brought in the appropriate state or federal court located in the State of Illinois. I agree and consent to the personal jurisdiction and venue of the federal or state courts of Illinois for resolution of any disputes or litigation arising under or in connection with this Agreement or any challenge to this Agreement and waive any objections or defenses to personal jurisdiction or venue in any such proceeding before any such court.
|
10.
|
Survival.
All non-competition, non-solicitation, non-disclosure and non-use, non-recruiting, intellectual property, and Agreement disclosure obligations under paragraphs three (3) through seven (7) of this Agreement shall survive the voluntary or involuntary termination of my employment for any reason and with or without cause, and no dispute regarding any other provisions of this Agreement or regarding my employment or the termination of my employment shall prevent the operation and enforcement of these obligations.
|
11.
|
Relief, Remedies, and Enforcement.
I acknowledge that CDK is engaged in a highly competitive business, and the covenants and restrictions contained in this Agreement, including the geographic and temporal restrictions, are reasonably designed to protect CDK’s legitimate business interests, including CDK goodwill and client relations, Confidential Information and trade secrets, and the specialized skills and knowledge gained by me and CDK’s other employees during our employment. I acknowledge and agree that a breach of any provision of this Agreement by me will cause serious and irreparable damage to CDK that will be difficult to quantify and for which a remedy at law for monetary damages alone may not be adequate. Accordingly, I agree that if CDK should bring an action to enforce its rights under this Agreement and CDK establishes that I have breached or threatened to breach any of my obligations under this Agreement, CDK shall be entitled to injunctive relief. I hereby waive any right to require CDK to obtain a bond in connection with any such equitable proceedings. I also agree that nothing in this Agreement shall be construed to prohibit CDK from pursuing any and all other legal or equitable remedies available to it for breach of any of the provisions of this
|
12.
|
Tolling.
The restricted time periods in paragraphs three (3) through six (6) above shall be tolled during any time period that I am in violation of such covenants, as determined by a court of competent jurisdiction, so that CDK may realize the full benefit of its bargain. This tolling shall include any time period during which litigation is pending, but during which I have continued to violate such protective covenants and a court has declined to enjoin such conduct or I have failed to comply with any such injunction.
|
13.
|
Entire Agreement and Validity of Terms.
I agree that I do not rely, and have not relied, upon any representation or statement not set forth herein by CDK or any of CDK’s agents, representatives, or attorneys, and that this Agreement may be changed only by a subsequent agreement in writing signed by both parties. I understand that I may have an existing agreement(s) with CDK, through acquisition of a prior employer or otherwise, that may include the same or similar covenants as those in this Agreement, and acknowledge that this Agreement is meant to supplement any such agreement(s) such that the covenants in the agreements that provide CDK with the greatest protection enforceable under applicable law shall control, and that the parties do not intend to create any ambiguity or conflict through the execution of this Agreement that would release me from the obligations I have assumed under the protective covenants in any of these agreements.
|
14.
|
Electronic Signature.
I agree that CDK may enforce this Agreement with a copy for which I have provided an electronic signature.
|
15.
|
Assignment and Successorship.
This Agreement and CDK’s rights and obligations hereunder may be assigned by CDK and shall inure to the benefit of and shall be enforceable by any such assignee, as well as any of CDK’s successors in interest. This Agreement and my rights and obligations may not be assigned by me, but are binding upon my heirs, administrators, executors, and personal representatives.
|
16.
|
Waiver.
The waiver by CDK of any breach of this Agreement by me shall not be effective unless in writing signed by the President of CDK, and no such waiver with regards to me or any other person under a similar agreement shall operate or be construed as a waiver of the same type of breach or any other breach on a subsequent occasion by me or any other person or entity.
|
17.
|
Legal Counsel.
I agree that I have read this Agreement before signing it, understand its terms, and that I have had the opportunity to have legal counsel review this agreement, prior to signing it, and I acknowledge that I have not been forced or coerced in any manner to sign this Agreement and do so of my own free will.
|
(a)
|
Severance Pay
. The Eligible Executive will be entitled to receive an aggregate amount equal to 150% of his or her Base Salary (“
Severance Pay
”), payable in accordance with the Employer’s regular payroll practices during the eighteen (18) month period following the date of termination (the “
Severance Period
”), less withholdings as required by law;
provided
, that any payments otherwise payable prior to the first payroll date following the sixtieth (60
th
) day after the date of termination shall be deferred until, and paid in a lump sum upon, such payroll date.
|
(b)
|
Prorated Bonus
. The Eligible Executive will be entitled to receive a Prorated Bonus for the year of termination, payable when bonuses for such year would otherwise have generally been scheduled to be paid absent termination of employment.
|
(c)
|
Treatment of Equity Awards.
|
(i)
|
Options.
The Eligible Executive’s outstanding, unvested options to purchase common stock of the Company (“
Options
”) shall continue to vest during the Severance Period as though the Eligible Executive’s employment had not been terminated, and the Eligible Executive shall have a period of sixty (60) days following the termination of the Severance Period in which to exercise any vested Options;
provided
,
however
, that if such Eligible Executive would have satisfied the Normal Retirement Criteria (or term of similar import), as defined in the award agreement underlying an award of Options to the Eligible Executive, had such Eligible Executive retired on the date of his or her termination, then the applicable Options shall be treated in accordance with their terms as though such Normal Retirement Criteria (or term of similar import) were in fact satisfied. For the avoidance of doubt, (i) in no event shall the Eligible Executive be permitted to exercise an Option following the date that is ten (10) years from the date such Option was granted, and (ii) subject to the proviso in the preceding sentence, any Option (or any portion thereof) that is unvested as of the end of the Severance Period shall be forfeited immediately for no consideration.
|
(ii)
|
Other Equity Awards
. With respect to the Eligible Executive’s outstanding equity awards (other than Options), including, but not limited to, restricted stock awards, restricted unit awards, and performance stock units, (i) any time-based vesting requirements shall continue
|
1.
|
The option herein granted shall become exercisable in whole or in part as follows:
|
(a)
|
Exercisable as to
25% of the
shares (rounded down to the nearest whole share) on the
first anniversary
of the grant date;
|
(b)
|
Exercisable as to an additional
25% of the
shares (rounded down to the nearest whole share) on the
second anniversary
of the grant date;
|
(c)
|
Exercisable as to an additional
25% of the
shares (rounded down to the nearest whole share) on the
third anniversary
of the grant date;
|
(d)
|
Exercisable in its entirety on and after the
fourth anniversary
of the grant date;
|
(e)
|
Exercisable in its entirety (
i
) upon the death of the Participant or (
ii
) in the event of Disability of the Participant; and
|
(f)
|
Exercisable in its entirety immediately prior to the consummation of the Change in Control, unless upon the Change in Control the option granted hereunder is continued, substituted or assumed (in accordance with Section 12 of the Plan) in a manner such that the securities underlying the option following the Change in Control are traded on a “liquid market” (
i.e.
, the Nasdaq Global Market, the New York Stock Exchange or a comparable international market in which the Participant is able to readily and without administrative complexity sell shares underlying the option, as reasonably determined by the Board).
|
(g)
|
If the Participant retires from the Company at any time following the first anniversary of this Agreement and at such time satisfies the Normal Retirement Criteria, the option herein granted shall continue to become exercisable as set forth in clauses (b) through (d) of this Section 1. The Normal Retirement Criteria will be satisfied if the Participant shall (
i
) retire (
and satisfy the Company’s criteria for retirement at such time
) from the Company or any of its subsidiaries, divisions or business units, as the case may be, (
ii
) be at least 55 years of age at the time of such retirement, and (
iii
) have at least ten credited years of service with the Company or its subsidiaries at the time of such retirement.
|
(h)
|
If a Participant who at the time of retirement satisfies the Normal Retirement Criteria subsequently dies or becomes Disabled before such Participant’s option herein granted becomes exercisable in its entirety as set forth in clauses (b) through (d) of this Section 1, the option herein granted shall become exercisable as set forth in clause (e) of this Section 1.
|
(i)
|
If a Participant who at the time of retirement satisfies the criteria set forth in Section 2(b)(iv) subsequently dies or becomes Disabled before the expiration of 12 months after the retirement of the Participant, such Participant’s option herein granted shall become exercisable as set forth in clause (e) of this Section 1.
|
(j)
|
Except as provided in clauses (g) through (i) of this Section 1 or as the Committee may otherwise determine in its sole discretion, no option herein granted shall become exercisable following termination of the Participant’s employment from the Company or any of its subsidiaries (and no option herein granted shall become exercisable following the Company’s sale of the subsidiary, or the Company’s or a subsidiary’s sale of the division or business unit, that employs such Participant).
|
2.
|
The unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void at the time of the earliest of the following to occur:
|
(a)
|
the expiration of ten years from the date on which the option was granted;
|
(b)
|
the expiration of 60 days from the date of termination of the Participant’s employment from the Company (including in connection with the sale of the subsidiary, division or business unit that employs such Participant) or any of its subsidiaries;
provided, however
, that
|
(i)
|
if the Participant’s employment from the Company or any of its subsidiaries terminates because of Disability, the provisions of sub-paragraph (c) shall apply,
|
(ii)
|
if the Participant shall die during employment by the Company or any of its subsidiaries or during the 60-day period following the date of termination of such employment, the provisions of sub-paragraph (d) below shall apply,
|
(iii)
|
if the Participant shall retire and satisfy the Normal Retirement Criteria, the provisions of sub-paragraph (e) below shall apply, and
|
(iv)
|
if the Participant shall (
I
) retire (
and satisfy the Company’s criteria for retirement at such time
) from the Company or any of its subsidiaries, divisions or business units, as the case may be, (
II
) be at least 55 years of age at the time of such retirement, and (III) have at least five (but less than ten) credited years of service with the Company and its subsidiaries at the time of such retirement, the provisions of sub-paragraph (f) below shall apply;
|
(c)
|
if Section 2(b)(i) applies, (i) if the Participant satisfied the Normal Retirement Criteria at the time of Participant’s Disability, the expiration of 36 months after termination of Participant’s employment from the Company or any of its subsidiaries because of Disability, or (ii) if the Participant did not satisfy the Normal Retirement Criteria at the time of Participant’s Disability, the expiration of 12 months after termination of Participant’s employment from the Company or any of its subsidiaries because of Disability;
provided
,
however
, that if the Participant shall die during the 36-month period specified in clause (i) of this Section 2(c) or the 12-month period specified in clause (ii) of this Section 2(c), as applicable, then the unexercised portion shall become null and void upon the expiration of 12 months after the death of the Participant;
|
(d)
|
if Section 2(b)(ii) applies, (
i
) if the Participant satisfied the Normal Retirement Criteria at the time of death, the expiration of 36 months after the death of the Participant, or (
ii
) if the Participant did not satisfy the Normal Retirement Criteria at the time of death, 12 months after the death of the Participant;
|
(e)
|
if Section 2(b)(iii) applies, the expiration of 37 months after the retirement of the Participant;
provided
,
however
, that if such Participant shall die during the 37-month period following the date of such Participant’s retirement, then the unexercised portion shall become null and void on the later of (
i
) the expiration of 37 months after the retirement of the Participant and (
ii
) 12 months after the death of the Participant; and
|
(f)
|
if Section 2(b)(iv) applies, the expiration of 12 months after the retirement of the Participant;
provided
,
however
, that if such Participant shall die during the 12 month period following the date of such Participant’s retirement, then the unexercised portion shall become null and void on the expiration of 12 months after the death of the Participant.
|
3.
|
Notwithstanding the foregoing, in the event that any unexercised portion of the option herein granted would terminate and become null and void in accordance with Section 2 and the Fair Market Value of the unexercised portion of the option herein granted exceeds the full price for each of the shares purchased pursuant to such option, the then-vested portion of the option herein granted shall be deemed to be automatically exercised by the Participant on such last trading day by means of a net exercise without any action by the Participant.
|
4.
|
The full price for each of the shares purchased pursuant to the option herein granted shall be $
XX.XX
.
|
5.
|
Full payment for shares purchased by the Participant shall be made at the time of the exercise of the option in whole or in part. No shares shall be issued until full payment therefore has been made, and the Participant shall have none of the rights of a shareholder with respect to any shares subject to this option until such shares shall have been issued.
|
6.
|
No option granted hereunder may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.
|
7.
|
In the event of one or more stock splits, stock dividends, stock changes, reclassifications, recapitalizations or combinations of shares prior to complete exercise of the option herein granted that change the character or number of the shares subject to the option, this option to the extent that it shall not have been exercised, shall entitle the Participant or the Participant’s executors or administrators to receive in substitution such number and kind of shares as he, she or they would have been entitled to receive if the Participant or the Participant’s executors or administrators had actually owned the shares subject to this option at the time of the occurrence of such change;
provided, however
that if the change is of such nature that the Participant or the Participant’s executors or administrators, upon exercise of the option, would receive property other than shares of stock, then the Board shall adjust the option so that he, she or they shall acquire only shares of stock upon exercise, making such adjustment in the number and kind of shares to be received as the Board shall, in its sole judgement, deem equitable;
provided
,
further
, that the foregoing shall not limit the Company’s ability to otherwise adjust the option in a manner consistent with Section 12 of the Plan.
|
8.
|
The effectiveness of the option granted hereunder is conditioned upon (
i
) the Participant’s having executed and delivered to the Company in connection with previous stock option grants a restrictive covenant, or (
ii
) the execution and delivery by the Participant within six months from the date of this Agreement of the restrictive covenant furnished herewith. If the Company does not receive the signed (whether electronically or otherwise) restrictive covenant within such six-month period, this Agreement shall be terminable by the Company.
|
9.
|
Notwithstanding anything to the contrary contained herein, the option granted hereunder may be terminated and become null and void without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement between the Participant and the Company or any Affiliate. If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at the sole discretion of the Committee, forfeit any gain realized in respect of the option granted hereunder (which gain shall be deemed to be an amount equal to the difference between the price for shares set forth in Section 4 above and the Fair Market Value (as defined in the Plan), on the applicable exercise date, of the shares of Common Stock of the Company delivered to the Participant), and repay such gain to the Company. The option granted hereunder, and all incentive based compensation payable pursuant to the option granted hereunder, shall be subject to (i) the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from time to time and (ii) any compensation recovery, “clawback” or similar policy made applicable by law including the provisions of Section 945 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules, regulations and requirements adopted thereunder by the Securities and Exchange Commission and/or any national securities exchange on which the Company’s equity securities may be listed.
|
10.
|
The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan, and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
|
11.
|
Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
|
12.
|
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
|
13.
|
Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant with or without cause at any time for any reason whatsoever. Although over the
|
14.
|
The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
|
15.
|
This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto; provided, that neither this Agreement nor the Plan shall supersede any portion of any severance plan maintained by the Company from time to time in which the Participant is eligible for severance benefits that provides for vesting or continued survival of equity awards upon a severance-eligible termination of employment that is more favorable than as set forth herein or in the Plan. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.
|
16.
|
This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.
|
1.
|
The option herein granted shall become exercisable in whole or in part as follows:
|
(a)
|
Exercisable as to
25% of the
shares (rounded down to the nearest whole share) on the
first anniversary
of the grant date;
|
(b)
|
Exercisable as to an additional
25% of the
shares (rounded down to the nearest whole share) on the
second anniversary
of the grant date;
|
(c)
|
Exercisable as to an additional
25% of the
shares (rounded down to the nearest whole share) on the
third anniversary
of the grant date;
|
(d)
|
Exercisable in its entirety on and after the
fourth anniversary
of the grant date; and
|
(e)
|
Exercisable in its entirety (
i
) upon the death of the Participant, (
ii
) in the event of the Participant ceasing to be an employee of the Company or any of its subsidiaries by reason of injury, Disability, redundancy or retirement of the Participant, (
iii
) in the event of the Participant ceasing to be an employee of the Company or any of its subsidiaries by reason of a qualifying sale of the employing company or business as provided by the Rules of the Plan, or (
iv
) in the event that the Committee, acting fairly and reasonably, determines within 60 days of the Participant ceasing to be an employee of the Company or any of its subsidiaries, that he may exercise his option. In the event of the death of a Participant, the Option shall remain exercisable by the
|
(f)
|
Exercisable in its entirety immediately prior to the consummation of the Change in Control, unless upon the Change in Control the option granted hereunder is continued, substituted or assumed (in accordance with Section 12 of the Plan) in a manner such that the securities underlying the option following the Change in Control are traded on a “liquid market” (
i.e.
, the Nasdaq Global Market, the New York Stock Exchange or a comparable international market in which the Participant is able to readily and without administrative complexity sell shares underlying the option, as reasonably determined by the Board).
|
(g)
|
Other than as provided in clause (e) of this Section 1 above, no option herein granted shall become exercisable following termination of the Participant’s employment from the Company or any of its subsidiaries. Where the Participant’s employment is terminated other than as provided in clause (e)(i) to (iii) of this Section 1 above, no option shall become exercisable following termination of the Participant’s employment from the Company or any of its subsidiaries unless and until the Committee determines that the option shall become exercisable as provided in clause (iv) of this Section 1 above.
|
2.
|
The unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void at the time of the earliest of the following to occur:
|
(a)
|
the expiration often years from the date on which the option was granted;
|
(b)
|
the expiration of 60 days from the date of termination of the Participant’s employment from the Company (including in connection with the sale of the subsidiary, division or business unit that employs such Participant) or any of its subsidiaries;
provided, however
, that
|
(i)
|
if the Participant’s employment from the Company or any of its subsidiaries terminates by reason of injury, Disability, redundancy or retirement of the Participant, or in the event of a qualifying sale of the employing company or business, or in the event that the Committee otherwise determines that his option shall become exercisable, as provided in sub paragraph 1(e) above, the provisions of sub paragraph (c) below shall apply,
|
(ii)
|
if the Participant shall die during employment by the Company or any of its subsidiaries or during the 60-day period following the date of termination of such employment, the provisions of subparagraph (d) below shall apply,
|
(c)
|
if Section 2(b)(i) applies, the expiration of 6 months after termination of the Participant’s employment from the Company or any of its subsidiaries;
|
(d)
|
if Section 2(b)(ii) applies, the expiration of 12 months after the death of the Participant.
|
3.
|
The full price for each of the shares purchased pursuant to the option herein granted shall be $
XX.XX
.
|
4.
|
Full payment for shares purchased by the Participant shall be made at the time of the exercise of the option in whole or in part. No shares shall be issued until full payment therefore has been made, and the Participant shall have none of the rights of a shareholder with respect to any shares subject to this option until such shares shall have been issued.
|
5.
|
No option granted hereunder may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.
|
6.
|
In the event of a variation in the share capital of the Company (as defined in Section 12 of the Plan) the Company’s may adjust the option in a manner consistent with Section 12 of the Plan.
|
7.
|
The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan, and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
|
8.
|
Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
|
9.
|
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
|
10.
|
Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant with or without cause at any time for any reason whatsoever. Although over the course of employment terms and conditions of employment may change, the at-will term of employment will not change.
|
11.
|
The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
|
12.
|
This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto; provided, that neither this Agreement nor the Plan shall supersede any portion of any severance plan maintained by the Company from time to time in which the Participant is eligible for severance benefits that provides for vesting or continued survival of equity awards upon a severance-eligible termination of employment that is more favorable than as set forth herein or in the Plan. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.
|
13.
|
This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.
|
1.
|
Terms and Conditions.
|
2.
|
Restrictive Covenant; Clawback; Incorporation by Reference
.
|
3.
|
Compliance with Legal Requirements
. The granting and delivery of the Restricted Unit Award, and any other obligations of the Company under this Agreement, shall be subject to all applicable federal, state, local and foreign laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.
|
4.
|
Transferability
. The Restricted Unit Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.
|
5.
|
Miscellaneous.
|
1.
|
Terms and Conditions
.
|
2.
|
Restrictive Covenant; Clawback; Incorporation by Reference
.
|
5.
|
Miscellaneous
.
|
1.
|
Terms and Conditions
.
|
(a)
|
Award
. Subject to the other terms and conditions contained in this Agreement, the actual number of PSUs that are earned, if any, pursuant to the terms and conditions of the Award will be determined by the Company (the “
Total Award
”) and shall be computed in accordance with Section 3 below, as a percentage of the sum of (i) the Target Number of PSUs set forth in the PSU Award Letter (the “
Target Award
”) plus (ii) any Dividend Equivalent PSUs (as defined below). The Total Award shall be a whole number of PSUs only.
|
(b)
|
Performance Period
. Subject to the other terms and conditions contained in this Agreement, the performance period for the Award commenced on XXXX XX, 20XX and shall terminate on XXXX XX, 20XX (the “
Performance Period
”).
|
(c)
|
Dividend Equivalents
. Until shares of Common Stock are delivered to Participant in respect of the settlement of the Award, at no time shall Participant be deemed for any purpose to be the owner of shares of Common Stock in connection with the Award and Participant shall have no right to dividends in respect of the Award;
provided
,
however
, that each time the Company pays a dividend with respect to a share of Common Stock during the period from the Grant Date to the Payout Date
|
(d)
|
Settlement
. For Participants whose home country is the United States, subject to the other terms and conditions contained in this Agreement, the Company shall settle the Award by causing one share of Common Stock for each PSU in the Total Award that is outstanding (and not previously forfeited) as of the Payout Date to be registered in the name of Participant and held in book-entry form on the Payout Date. For Participants whose home country is not the United States, subject to the other terms and conditions contained in this Agreement, the Company shall settle the Award by the payment to the Participant in cash (without interest) of an amount equal to the Fair Market Value of the PSUs (the U.S. dollar value of Participant’s PSUs will be converted into Participant’s local currency using the exchange rate determined by the Company) on the Payout Date subject to applicable withholding.
|
2.
|
Forfeiture of PSUs
.
|
(a)
|
Termination of Employment Generally
. Except as otherwise determined by the Company in its sole discretion or as provided in Section 2(b) below, all PSUs and Dividend Equivalent PSUs shall be forfeited without consideration to Participant upon Participant’s termination of employment with the Company or its Affiliates for any reason (and Participant shall forfeit any rights to receive shares of Common Stock or cash in respect of the Award).
|
(b)
|
Termination After XXXX XX, 20XX due to Death, Disability or Retirement
. In the event that after the first anniversary of the commencement of the Performance Period and prior to completion of the Performance Period, Participant’s employment with the Company is terminated due to death, Disability (as defined in the Plan) or retirement (defined for purposes of this Agreement as voluntary termination of employment at or after age 65, or age 55 with 10 years of service with the Company or its Affiliates), Participant shall be entitled to receive a pro-rata portion of the Award determined in accordance with Section 3. For the avoidance of doubt, if a Participant’s employment is terminated prior to XXXX XX, 20XX, the Award and any rights to receive shares of Common Stock, cash and Dividend Equivalent PSUs with respect thereto, will be forfeited without consideration.
|
3.
|
Performance Determinations
.
|
(a)
|
Following completion of the Performance Period (or, if Participant’s employment has terminated after the first anniversary of the commencement of the Performance Period due to death, Disability, or retirement, as soon as administratively feasible (in the Committee’s sole discretion) following such termination), the Company will determine the Total Award, calculated as the number (rounded down to the nearest whole PSU) equal to the product of (i) the Target Award plus any Dividend Equivalent
|
(b)
|
In the event of a Change in Control:
|
(i)
|
if the Award is not continued, substituted or assumed (in accordance with Section 12 of the Plan) in a manner such that the securities underlying the Award following the Change in Control are traded on a “liquid market” (
i.e
., the Nasdaq Global Market, the New York Stock Exchange or a comparable international market in which the Participant is able to readily and without administrative complexity sell shares underlying the award, as reasonably determined by the Board) (a “
Permitted Assumption
”), then the Award shall become fully vested and the Payout Date shall be immediately prior to the Change in Control, with the Performance Goals deemed satisfied at the target level; or
|
(ii)
|
if the Award is subject to a Permitted Assumption in connection with the Change in Control, then the Performance Goals shall be deemed satisfied at the target level, and the service requirement shall continue in accordance with, and subject to, the terms of the award.
|
(c)
|
For purposes of this Agreement:
|
(i)
|
“
Final Payout Percentage
” is a number, expressed as a percentage, calculated by application of the Performance Formula to achievement of the Performance Goals over the Performance Period, as determined by the Committee.
|
(ii)
|
“
Payout Date
” shall be:
|
•
|
XXXX XX, 20XX or as soon as administratively feasible (but not later than 60 days) thereafter if Participant remains employed with the Company or its Affiliates until the end of the Performance Period;
|
•
|
XXXX XX, 20XX or as soon as administratively feasible (but not later than 60 days) thereafter if Participant’s employment with the Company and its Affiliates terminates due to retirement after the first anniversary of the commencement of the Performance Period;
provided
that
if Participant subsequently dies or becomes Disabled during the Performance Period, the Payout Date shall be as soon as administratively feasible (but not later than 60 days) after Participant’s termination due to death or Disability;
|
•
|
as soon as administratively feasible (but not later than 60 days) after termination of employment if Participant’s employment with the Company and its Affiliates terminates due to death or Disability after the first anniversary of the commencement of the Performance Period; and
|
•
|
immediately prior to a Change in Control, if the Payment Date is accelerated pursuant to Section 3(b)(i) above.
|
(iii)
|
“
Pro-Rata Percentage
” is a number, expressed as a percentage, equal to the quotient of (i) the number of completed months from XXXX XX, 20XX until the date of Participant’s termination of employment, divided by (ii) 33.
|
(d)
|
All determinations with respect to the Award or this Agreement by the Company or Committee, including, without limitation, determinations of performance pursuant to the Performance Goals, the Final Payout Percentage, and timing of settlements, shall be within the Company’s absolute discretion and shall be final, binding and conclusive on Participant.
|
4.
|
Restrictive Covenant; Clawback; Incorporation by Reference
.
|
(a)
|
Restrictive Covenant
. The effectiveness of the Award granted hereunder is conditioned upon the execution and delivery by Participant within ninety (90) days from the date of the Award of any restrictive covenant furnished herewith. If the Company does not receive the signed (whether electronically or otherwise) restrictive covenant within such ninety (90) day period, the Award shall be terminable by the Company.
|
(b)
|
Clawback/Forfeiture
. Notwithstanding anything to the contrary contained herein, the PSUs may be forfeited without consideration if Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement between Participant and the Company or any Affiliate. If Participant engages in any activity referred to in the preceding sentence, Participant shall, at the sole discretion of the Committee, forfeit any gain realized in respect of the PSUs (which gain shall be deemed to be an amount equal to the Fair Market Value, on the applicable Payout Date, of the shares of Common Stock or cash delivered to Participant under this Award), and repay such gain to the Company. The PSU Award, and all incentive based compensation payable pursuant to the PSU Award, shall be subject to (i) the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from time to time and (ii) any compensation recovery, “clawback” or similar policy made applicable by law including the provisions of Section 945 of
|
(c)
|
Incorporation by Reference, Etc
. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan, and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
|
5.
|
Compliance with Legal Requirements; Stockholder Approval
. The granting and delivery of the Award, and any other obligations of the Company under this Agreement, shall be subject to all applicable federal, state, local and foreign laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. Notwithstanding anything herein to the contrary, the Award shall be contingent upon the approval of the Plan by the Company’s stockholders at the 2015 annual meeting of stockholders, and shall be null and void if such approval is not obtained.
|
6.
|
Transferability
. No PSUs may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate.
|
7.
|
Miscellaneous
.
|
(a)
|
No Other Rights as a Stockholder
. Except as set forth herein, the Participant shall not have any rights as the owner of any shares of Common Stock subject to the PSUs until any such shares are delivered to the Participant upon settlement of the PSUs.
|
(b)
|
Waiver
. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
|
(c)
|
Severability
. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
|
(d)
|
No Right to Employment
. Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly
|
(e)
|
Successors
. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, Participant and Participant’s beneficiaries, executors, administrators, heirs and successors.
|
(f)
|
Entire Agreement
. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto; provided, that neither this Agreement nor the Plan shall supersede any portion of any severance plan maintained by the Company from time to time in which the Participant is eligible for severance benefits that provides for vesting or continued survival of equity awards upon a severance-eligible termination of employment that is more favorable than as set forth herein or in the Plan. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of Participant under the Plan.
|
(g)
|
Governing Law
. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.
|
(h)
|
Headings
. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of CDK Global, 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)) 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)
|
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
|
(c)
|
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:
|
February 3, 2016
|
/s/ Steven J. Anenen
|
|
|
Steven J. Anenen
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of CDK Global, 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)) 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)
|
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
|
(c)
|
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:
|
February 3, 2016
|
/s/ Alfred A. Nietzel
|
|
|
Alfred A. Nietzel
|
|
|
Vice President, 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:
|
February 3, 2016
|
/s/ Steven J. Anenen
|
|
|
Steven J. Anenen
|
|
|
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.
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Date:
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February 3, 2016
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/s/ Alfred A. Nietzel
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Alfred A. Nietzel
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Vice President, Chief Financial Officer
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