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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Securities registered pursuant to Section 12(b) of the Act:
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Title of class
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value
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NASDAQ Global Select Market
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Page
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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•
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the Company's success in obtaining, retaining, and selling additional services to customers;
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•
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the pricing of our products and services;
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•
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overall market and economic conditions, including interest rate and foreign currency trends, and technology trends;
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•
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adverse global economic conditions and credit markets and volatility in the countries in which we do business (such as the adverse economic impact and related uncertainty caused by the United Kingdom's ("U.K.") decision to leave the European Union ("Brexit"));
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•
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auto sales and advertising and related industry changes;
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•
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competitive conditions;
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•
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changes in regulation;
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•
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changes in technology, security breaches, interruptions, failures, and other errors involving our systems;
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•
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availability of skilled technical employees/labor/personnel;
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•
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the impact of new acquisitions and divestitures;
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•
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employment and wage levels;
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•
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availability of capital for the payment of debt service obligations or dividends or the repurchase of shares;
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•
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the impact of our indebtedness, our access to cash and financing, and our ability to secure financing or financing at attractive rates;
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•
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litigation involving contract, intellectual property, competition, shareholder, and other matters, and governmental investigations;
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•
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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
|
•
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the ability of our significant stockholders and their affiliates to significantly influence our decisions.
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•
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Public Franchised Automotive Retail Groups
- customers in this group are publicly traded companies that own multiple automotive retail locations and have multiple franchises;
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•
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Private Franchised Automotive Retail Groups -
customers in this group own two or more automotive retail locations consisting of two or more franchises;
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•
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Private Single-Location Franchised Automotive Retailers -
customers in this group own and manage a single automotive retail location consisting of one or more franchises;
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•
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OEM Company-Owned Retail Locations -
customers in this group are OEMs that own and operate one or more automotive retail locations; and
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•
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Independent Used Car Retailers -
customers in this group own and manage one or more retail locations. Independent used car retailers do not have OEM franchises for new vehicle sales and authorized services and instead sell only used cars and related financing, insurance, parts, repair, and maintenance services.
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Solutions
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|
Description
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Dealer Management Systems
|
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Integrated suite of features and services to manage the information systems and process workflows involved in running automotive retail operations
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Vehicle Sales Solutions
(1)(2)
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Technology tools and services to streamline the entire vehicle inventory, sales, and finance and insurance (“F&I”) process
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Fixed Operations Solutions
(1)(2)
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Solutions to manage the parts and service profit center of dealerships, including customer targeting appointment scheduling, on-site workflow and billing
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Customer Relationship Management Solutions
(1)(3)
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A system that manages interactions with current and prospective customers
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Financial Management Solutions
(1)(3)
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Value-added capabilities for accounts payable, payments, and payroll
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Document Management Solutions
(1)(3)
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Document creation and archiving solutions to address the complex automotive retail sales process
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Network Management Solutions
(1)(2)
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Wired and wireless network solutions to support dealer connectivity and security efforts
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Integrated Telephony Management Solutions
(1)(3)
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Integrated telephony solutions that allow automotive retailers to connect and communicate via presence, instant messaging, voice, and video
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Data Management & Business Intelligence Solutions
(1)(2)
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Solutions to extract, cleanse, normalize, enhance, and distribute data and to provide actionable insights
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Implementation and Training Solutions
(3)
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Solution delivery and configuration services and development of end user utilization skills and productivity
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Customer Support
(1)(3)
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Full range of support services
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Professional Services
(1)(2)
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Consulting services that provide in-depth analysis and recommendations on optimizing retail operations
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Websites
(2)(4)
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Proprietary internet content delivery platform
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Solutions
|
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Description
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Advertising
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Multi-channel advertising delivered through a proprietary advertising technology platform
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Business Intelligence
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Actionable insights delivered through advanced dashboards that use performance indicators
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Marketing Services and Expertise
|
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Advertising strategy consultancy and execution
|
•
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OEM Relationships—
we have a team of professionals assigned to establish relationships with automotive OEMs, sell our solutions, and manage our relationships beyond the initial sale, with targets for account performance and satisfaction.
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•
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Public Franchised Automotive Retail Groups, Private Franchised Automotive Retail Groups, Private Single-Location Automotive Retailers, OEM Company-Owned Retail Locations, and Independent Used Car Retailers—
we target these automotive retailers through our sales force and marketing programs to drive demand generation and ensure retention. We operate this way in North America and internationally.
|
•
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DMS providers, including The Reynolds and Reynolds Company ("Reynolds and Reynolds"), Dealertrack (Cox Automotive), Incadea (Cox Automotive), Auto/Mate, AutoSoft, and various local and regional providers globally;
|
•
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sales, marketing inventory, and F&I software and service providers, including Dealertrack (Cox Automotive), First Look, Market Scan Information Systems, StoneEagle Group, vAuto (Cox Automotive), VinSolutions (Cox Automotive), and various local and regional providers globally;
|
•
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providers of vehicle electronic registration solutions that compete with CVR, including ELS, MVSC, TitleTec, and triVIN (Cox Automotive); and
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•
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providers of web-based automotive finance credit applications and eContracting processors that compete with our Open Dealer Exchange joint venture with Reynolds and Reynolds, including Dealertrack (Cox Automotive) and RouteOne.
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•
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our automotive retail solutions compete with providers of automotive retailing technology solutions, such as Reynolds and Reynolds, Cox Automotive (Dealertrack, Autotrader.com, and others), RouteOne LLC, and Dominion Enterprises; and
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•
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our advertising and website solutions compete with providers of automotive digital marketing/advertising solutions, such as Cox Automotive, Dominion Enterprises, and Reynolds and Reynolds.
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•
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the adverse effect of long-term wage stagnation on the purchasing power of vehicle purchasers and the number of vehicle purchasers;
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•
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pricing and purchase incentives for vehicles;
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•
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disruption in the available inventory of vehicles;
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•
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disruption in the retail automobile dealership model, including potential disintermediation by emerging business models;
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•
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market oversupply of vehicles and declining used-vehicle pricing;
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•
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the expectation that consumers will be purchasing fewer vehicles overall during their lifetime as a result of better quality vehicles and longer warranties and the development of shared-use mobility;
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•
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the cost of gasoline and other forms of energy;
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•
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the availability and cost of credit to finance the purchase of vehicles and excess negative equity in existing vehicle loans;
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•
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increased federal and other taxation; and
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•
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reductions in business and consumer confidence.
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•
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executing on our business transformation plan;
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•
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deepening relationships with our existing customer base;
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•
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continuing to expand our customer base;
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•
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strengthening and extending our solutions portfolio;
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•
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driving additional operational efficiency; and
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•
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selectively pursuing strategic acquisitions.
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•
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integration and restructuring costs, both one-time and ongoing;
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•
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developing and maintaining sufficient controls, policies, and procedures;
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•
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diversion of management’s attention from ongoing business operations;
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•
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establishing new informational, operational, and financial systems to meet the needs of our business;
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•
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losing key employees, customers, and vendors;
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•
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failing to achieve anticipated synergies, including with respect to complementary solutions; and
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•
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unanticipated or unknown liabilities.
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•
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our financial performance;
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•
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our credit ratings;
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•
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the liquidity of the overall capital markets; and
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•
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the state of the economy.
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•
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increasing our vulnerability to, and reducing our flexibility to plan for and respond to, general adverse economic and industry conditions and changes in our business and the competitive environment;
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•
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an increasingly substantial portion of our cash flow from operations will be dedicated to making payments of principal of, and interest on, our indebtedness, thereby reducing the availability of funds that would otherwise be available to fund working capital, capital expenditures, acquisitions, dividends, share repurchases or other corporate purposes;
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•
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increasing our vulnerability to further downgrades of our credit rating, which could adversely affect our interest rates on existing indebtedness, cost of additional indebtedness, liquidity and access to capital markets;
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•
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restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
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•
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the introduction of secured debt to our capital structure;
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•
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making it more difficult for us to repay, refinance or satisfy our obligations with respect to our debt;
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•
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limiting or eliminating our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions, or other purposes; and
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•
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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, which in turn, if not cured or waived, could result in the acceleration of the applicable debt, and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies.
|
•
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our business profile and market capitalization may not fit the investment objectives of our stockholders, and our common stock may not be included in some indices, causing certain holders to sell their shares;
|
•
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a shift in our investor base;
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•
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the actions of significant stockholders;
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•
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our quarterly or annual earnings, or those of other companies in our industry;
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•
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actual or anticipated fluctuations in our operating results;
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•
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announcements of acquisitions or dispositions and strategic moves, such as acquisitions or restructurings, by us or our competitors;
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•
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the failure of securities analysts to cover our common stock;
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•
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the operating and stock price performance of other comparable companies;
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•
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changes in expectations concerning our future financial performance and the future performance of our industry in general, including financial estimates and recommendations by securities analysts;
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•
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differences between our actual financial and operating results and those expected by investors and analysts;
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•
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changes in the regulatory framework of our industry and regulatory action;
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•
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changes in general economic or market conditions; and
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•
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the other factors described in these “Risk Factors” and elsewhere in this Annual Report on Form 10-K.
|
•
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our ability to timely and effectively implement our business transformation plan;
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•
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the timing, size, and nature of our customer revenues (particularly with respect to our advertising business) and any losses with respect thereto;
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•
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product and price competition regarding our products and services;
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•
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the timing of introduction and market acceptance of new products, services or product enhancements by us, or our competitors;
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•
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changes in our operating expenses;
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•
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foreign currency fluctuations;
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•
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the timing of acquisitions or divestitures of businesses, products, and services;
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•
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the seasonality of car sales;
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•
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personnel changes; and
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•
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fluctuations in economic and financial market conditions.
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•
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the inability of our stockholders to act by written consent; and
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•
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the right of our Board of Directors to issue preferred stock without stockholder approval.
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|
Price Per Share
|
|
Dividends
|
||||||||
|
High
|
|
Low
|
|
Per Share
|
||||||
Year ended June 30, 2017
|
|
|
|
|
|
||||||
First Quarter
|
$
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60.09
|
|
|
$
|
54.34
|
|
|
$
|
0.135
|
|
Second Quarter
|
$
|
61.25
|
|
|
$
|
53.46
|
|
|
$
|
0.140
|
|
Third Quarter
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$
|
67.49
|
|
|
$
|
58.52
|
|
|
$
|
0.140
|
|
Fourth Quarter
|
$
|
65.89
|
|
|
$
|
59.33
|
|
|
$
|
0.140
|
|
|
|
|
|
|
|
||||||
Year ended June 30, 2016
|
|
|
|
|
|
||||||
First Quarter
|
$
|
55.25
|
|
|
$
|
40.52
|
|
|
$
|
0.120
|
|
Second Quarter
|
$
|
51.36
|
|
|
$
|
45.02
|
|
|
$
|
0.135
|
|
Third Quarter
|
$
|
47.68
|
|
|
$
|
39.67
|
|
|
$
|
0.135
|
|
Fourth Quarter
|
$
|
58.16
|
|
|
$
|
45.12
|
|
|
$
|
0.135
|
|
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)
|
||||||
April 1 - 30, 2017
|
|
1,135
|
|
|
$
|
64.98
|
|
|
—
|
|
|
$
|
2,000,000,000
|
|
May 1 - 31, 2017
(3)
|
|
5,276,157
|
|
|
$
|
61.78
|
|
|
5,274,115
|
|
|
$
|
1,720,000,000
|
|
June 1 - 30, 2017
|
|
761
|
|
|
$
|
61.36
|
|
|
—
|
|
|
$
|
1,720,000,000
|
|
Total
|
|
5,278,053
|
|
|
$
|
61.78
|
|
|
5,274,115
|
|
|
|
|
|
Years Ended June 30,
|
||||||||||||||||||
(In millions, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
2,220.2
|
|
|
$
|
2,114.6
|
|
|
$
|
2,063.5
|
|
|
$
|
1,976.5
|
|
|
$
|
1,839.4
|
|
Earnings before income taxes
|
|
435.3
|
|
|
369.1
|
|
|
299.9
|
|
|
353.3
|
|
|
320.7
|
|
|||||
Provision for income taxes
|
|
132.8
|
|
|
122.3
|
|
|
113.6
|
|
|
117.4
|
|
|
115.0
|
|
|||||
Net earnings
|
|
302.5
|
|
|
246.8
|
|
|
186.3
|
|
|
235.9
|
|
|
205.7
|
|
|||||
Net earnings attributable to noncontrolling interest
|
|
6.9
|
|
|
7.5
|
|
|
7.9
|
|
|
8.0
|
|
|
6.3
|
|
|||||
Net earnings attributable to CDK/Dealer Services
|
|
295.6
|
|
|
239.3
|
|
|
178.4
|
|
|
227.9
|
|
|
199.4
|
|
|||||
Basic net earnings attributable to CDK/Dealer Services per share
|
|
$
|
2.01
|
|
|
$
|
1.52
|
|
|
$
|
1.11
|
|
|
$
|
1.42
|
|
|
$
|
1.24
|
|
Diluted net earnings attributable to CDK/Dealer Services per share
|
|
$
|
1.99
|
|
|
$
|
1.51
|
|
|
$
|
1.10
|
|
|
$
|
1.42
|
|
|
$
|
1.24
|
|
Weighted-average basic shares outstanding
(1)
|
|
146.7
|
|
|
157.0
|
|
|
160.6
|
|
|
160.6
|
|
|
160.6
|
|
|||||
Weighted-average diluted shares outstanding
(1)
|
|
148.2
|
|
|
158.0
|
|
|
161.6
|
|
|
160.6
|
|
|
160.6
|
|
|||||
Cash dividends declared per share
|
|
$
|
0.555
|
|
|
$
|
0.525
|
|
|
$
|
0.360
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
726.1
|
|
|
$
|
219.1
|
|
|
$
|
408.2
|
|
|
$
|
402.8
|
|
|
$
|
276.3
|
|
Total current assets
|
|
1,278.8
|
|
|
738.7
|
|
|
885.2
|
|
|
918.2
|
|
|
783.6
|
|
|||||
Property, plant and equipment, net
|
|
135.0
|
|
|
118.6
|
|
|
100.0
|
|
|
82.6
|
|
|
68.4
|
|
|||||
Total assets
|
|
2,883.1
|
|
|
2,365
|
|
|
2,518.5
|
|
|
2,598.6
|
|
|
2,436.8
|
|
|||||
Total current liabilities
|
|
552.6
|
|
|
523.4
|
|
|
498.4
|
|
|
497.5
|
|
|
532.5
|
|
|||||
Long-term debt
|
|
2,125.2
|
|
|
1,190.3
|
|
|
971.1
|
|
|
—
|
|
|
—
|
|
|||||
Total liabilities
|
|
2,939.9
|
|
|
1,988.8
|
|
|
1,734.4
|
|
|
789.3
|
|
|
882.1
|
|
|||||
Total (deficit) equity
|
|
(56.8
|
)
|
|
376.2
|
|
|
784.1
|
|
|
1,809.3
|
|
|
1,554.7
|
|
Workstream
|
|
Description
|
|
EBITDA Savings Goal
|
MoveUp!
|
|
Migrate customers to latest software versions; engineer to reduce customizations
|
|
$15 - 20 million
|
Streamline implementation
|
|
Streamline installation and training process through improved technology, process, tools, and workflow
|
|
$25 - 30 million
|
Enhance customer service
|
|
Decrease resolution times through optimized case management and technology-enabled, intelligent, user-driven support
|
|
$10 - 15 million
|
Optimize sales and product offering
|
|
Adjust sales structure; reduce product complexity; expand bundling; optimize discount management; standardize pricing
|
|
$65 - 75 million
|
Simplify quote to cash
|
|
Reduce business complexity through integrated go-to-market model that leverages an automated contracting process, SKU rationalization, and streamlined invoicing
|
|
$25 - 30 million
|
Workforce efficiency and footprint
|
|
Increase efficiency through fewer layers and larger spans of control, geographic wage arbitrage, and reduced facility footprint
|
|
$65 - 70 million
|
Strategic sourcing
|
|
Disciplined vendor management and vendor consolidation
|
|
$30 - 35 million
|
CDK International
|
|
Comprehensive optimization across back office, R&D, implementation, and support
|
|
$10 - 15 million
|
Other
|
|
|
|
$20 million
|
Target
|
|
|
|
Approximately $300 million
|
|
Employee-Related Costs
|
|
Contract Termination Costs
|
|
Total
|
||||||
Balance as of June 30, 2015
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
Charges
|
17.7
|
|
|
2.9
|
|
|
20.6
|
|
|||
Cash payments
|
(10.6
|
)
|
|
(2.0
|
)
|
|
(12.6
|
)
|
|||
Adjustments
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||
Foreign exchange
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Balance as of June 30, 2016
|
$
|
9.0
|
|
|
$
|
0.9
|
|
|
$
|
9.9
|
|
Charges
|
14.5
|
|
|
4.8
|
|
|
19.3
|
|
|||
Cash payments
|
(16.5
|
)
|
|
(3.0
|
)
|
|
(19.5
|
)
|
|||
Adjustments
|
(0.6
|
)
|
|
(0.3
|
)
|
|
(0.9
|
)
|
|||
Balance as of June 30, 2017
|
$
|
6.4
|
|
|
$
|
2.4
|
|
|
$
|
8.8
|
|
•
|
Dealer Management Systems (“DMSs”) and layered applications, which may be installed onsite at the customer’s location, or hosted and provided on a Software-as-a-Service ("SaaS") basis, including ongoing maintenance and support;
|
•
|
Interrelated services such as installation, initial training, and data updates;
|
•
|
Websites, search marketing, and reputation management services; and
|
•
|
Hardware on a service basis, meaning no specific assets are identified or a substantive right of substitution exists.
|
•
|
Our revenues, operating earnings, and profitability have varied in the past as a result of these trends and uncertainties and are likely to continue to vary from quarter to quarter, which may lead to volatility in our stock price. These trends or uncertainties could occur in a variety of different areas of our business and the marketplace.
|
•
|
Changing market trends, including changes in the automotive marketplace, both in North America and internationally, could have a material impact on our business. From time to time, the economic trends of a region could have an impact on the volume of automobiles sold at retail within one or more of the geographic markets in which we operate. To some extent, our business is impacted by these trends, either directly through a shift in the number of transactions processed by customers of our transactional business, or indirectly through changes in our customers’ spending habits based on their own changes in profitability.
|
•
|
Our presence in multiple markets internationally could pose challenges that would impact our business or results of operations. We currently operate in over
100
countries and derive a significant amount of our overall revenues from markets outside of North America. The geographic breadth of our presence exposes us to potential economic, social, regulatory, and political shifts.
|
•
|
Our ability to bring new solutions to market, research and develop, or acquire the data and technology that enables those solutions is important to our continued success. In addition, our strategy includes the selective pursuit of acquisitions that support or complement our existing technology and solution set. An inability to invest in the
|
•
|
Along with our development and acquisition expenditures, our success depends on our ability to maintain the security of our data and intellectual property, as well as our customers’ data. Although we maintain a clear focus on data and system security, and we incur significant costs securing our infrastructure annually in support of that focus, we may experience interruptions of service or potential security issues that may be beyond our control.
|
Non-GAAP Financial Measure
|
Comparable GAAP Financial Measure
|
Adjusted revenues
|
Revenues
|
Adjusted earnings before income taxes
|
Earnings before income taxes
|
Adjusted provision for income taxes
|
Provision for income taxes
|
Adjusted net earnings attributable to CDK
|
Net earnings attributable to CDK
|
Adjusted diluted earnings attributable to CDK per share
|
Diluted earnings attributable to CDK per share
|
Adjusted EBITDA
|
Net earnings attributable to CDK
|
Adjusted EBITDA margin
|
Net earnings attributable to CDK margin
|
Constant currency adjusted revenues
|
Revenues
|
Constant currency adjusted earnings before income taxes
|
Earnings before income taxes
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
2,220.2
|
|
|
$
|
2,114.6
|
|
|
$
|
105.6
|
|
|
5
|
%
|
Costs of revenues
|
1,234.9
|
|
|
1,243.4
|
|
|
(8.5
|
)
|
|
(1
|
)%
|
|||
Selling, general and administrative expenses
|
477.7
|
|
|
448.5
|
|
|
29.2
|
|
|
7
|
%
|
|||
Restructuring expenses
|
18.4
|
|
|
20.2
|
|
|
(1.8
|
)
|
|
(9
|
)%
|
|||
Total expenses
|
1,731.0
|
|
|
1,712.1
|
|
|
18.9
|
|
|
1
|
%
|
|||
Operating earnings
|
489.2
|
|
|
402.5
|
|
|
86.7
|
|
|
22
|
%
|
|||
Interest expense
|
(57.2
|
)
|
|
(40.2
|
)
|
|
(17.0
|
)
|
|
(42
|
)%
|
|||
Other income, net
|
3.3
|
|
|
6.8
|
|
|
(3.5
|
)
|
|
(51
|
)%
|
|||
Earnings before income taxes
|
435.3
|
|
|
369.1
|
|
|
66.2
|
|
|
18
|
%
|
|||
Margin %
|
19.6
|
%
|
|
17.5
|
%
|
|
|
|
|
|||||
Provision for income taxes
|
(132.8
|
)
|
|
(122.3
|
)
|
|
(10.5
|
)
|
|
(9
|
)%
|
|||
Effective tax rate
|
30.5
|
%
|
|
33.1
|
%
|
|
|
|
|
|||||
Net earnings
|
302.5
|
|
|
246.8
|
|
|
55.7
|
|
|
23
|
%
|
|||
Less: net earnings attributable to noncontrolling interest
|
6.9
|
|
|
7.5
|
|
|
(0.6
|
)
|
|
(8
|
)%
|
|||
Net earnings attributable to CDK
|
$
|
295.6
|
|
|
$
|
239.3
|
|
|
$
|
56.3
|
|
|
24
|
%
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
2,220.2
|
|
|
$
|
2,114.6
|
|
|
$
|
105.6
|
|
|
5
|
%
|
Impact of exchange rates
|
17.4
|
|
|
—
|
|
|
17.4
|
|
|
|
||||
Constant currency adjusted revenues
|
$
|
2,237.6
|
|
|
$
|
2,114.6
|
|
|
$
|
123.0
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Earnings before income taxes
|
$
|
435.3
|
|
|
$
|
369.1
|
|
|
$
|
66.2
|
|
|
18
|
%
|
Margin %
|
19.6
|
%
|
|
17.5
|
%
|
|
|
|
|
|||||
Restructuring expenses
(1)
|
18.4
|
|
|
20.2
|
|
|
(1.8
|
)
|
|
|
||||
Other business transformation expenses
(1)
|
80.6
|
|
|
39.7
|
|
|
40.9
|
|
|
|
||||
Acquisition and integration-related expenses
(2)
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
|
||||
Officer-related severance
(3)
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|
|
||||
Tax matters indemnification gain, net
(4)
|
—
|
|
|
(2.6
|
)
|
|
2.6
|
|
|
|
||||
Adjusted earnings before income taxes
|
$
|
538.8
|
|
|
$
|
426.4
|
|
|
$
|
112.4
|
|
|
26
|
%
|
Adjusted margin %
|
24.3
|
%
|
|
20.2
|
%
|
|
|
|
|
|||||
Impact of exchange rates
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
|
||||
Constant currency adjusted earnings before income taxes
|
$
|
539.2
|
|
|
$
|
426.4
|
|
|
$
|
112.8
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|||||||
Provision for income taxes
|
$
|
132.8
|
|
|
$
|
122.3
|
|
|
$
|
10.5
|
|
|
9
|
%
|
Effective tax rate
|
30.5
|
%
|
|
33.1
|
%
|
|
|
|
|
|||||
Income tax effect of pre-tax adjustments
(5)
|
38.3
|
|
|
21.6
|
|
|
16.7
|
|
|
|
||||
Pre spin-off filed tax return adjustment
(6)
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
|
||||
Adjusted provision for income taxes
|
$
|
171.1
|
|
|
$
|
144.3
|
|
|
$
|
26.8
|
|
|
19
|
%
|
Adjusted effective tax rate
|
31.8
|
%
|
|
33.8
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Net earnings attributable to CDK
|
$
|
295.6
|
|
|
$
|
239.3
|
|
|
$
|
56.3
|
|
|
24
|
%
|
Restructuring expenses
(1)
|
18.4
|
|
|
20.2
|
|
|
(1.8
|
)
|
|
|
Other business transformation expenses
(1)
|
80.6
|
|
|
39.7
|
|
|
40.9
|
|
|
|
||||
Acquisition and integration-related expenses
(2)
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
|
||||
Officer transition expense
(3)
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|
|
||||
Tax matters indemnification gain, net
(4)
|
—
|
|
|
(2.6
|
)
|
|
2.6
|
|
|
|
||||
Income tax effect of pre-tax adjustments
(5)
|
(38.3
|
)
|
|
(21.6
|
)
|
|
(16.7
|
)
|
|
|
||||
Pre spin-off filed tax return adjustment
(6)
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
|
|
||||
Adjusted net earnings attributable to CDK
|
$
|
360.8
|
|
|
$
|
274.6
|
|
|
$
|
86.2
|
|
|
31
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings attributable to CDK per share
|
$
|
1.99
|
|
|
$
|
1.51
|
|
|
$
|
0.48
|
|
|
32
|
%
|
Restructuring expenses
(1)
|
0.12
|
|
|
0.13
|
|
|
|
|
|
|||||
Other business transformation expenses
(1)
|
0.54
|
|
|
0.25
|
|
|
|
|
|
|||||
Acquisition and integration-related expenses
(2)
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Officer transition expense
(3)
|
0.03
|
|
|
—
|
|
|
|
|
|
|||||
Tax matters indemnification gain, net
(4)
|
—
|
|
|
(0.01
|
)
|
|
|
|
|
|||||
Income tax effect of pre-tax adjustments
(5)
|
(0.25
|
)
|
|
(0.14
|
)
|
|
|
|
|
|||||
Pre spin-off filed tax return adjustment
(6)
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Adjusted diluted earnings attributable to CDK per share
|
$
|
2.43
|
|
|
$
|
1.74
|
|
|
$
|
0.69
|
|
|
40
|
%
|
|
|
|
|
|
|
|
|
|||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|||||||
Diluted
|
148.2
|
|
|
158.0
|
|
|
|
|
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Net earnings attributable to CDK
|
$
|
295.6
|
|
|
$
|
239.3
|
|
|
$
|
56.3
|
|
|
24
|
%
|
Margin %
|
13.3
|
%
|
|
11.3
|
%
|
|
|
|
|
|||||
Net earnings attributable to noncontrolling interest
(1)
|
6.9
|
|
|
7.5
|
|
|
(0.6
|
)
|
|
|
||||
Provision for income taxes
(2)
|
132.8
|
|
|
122.3
|
|
|
10.5
|
|
|
|
||||
Interest expense
(3)
|
57.2
|
|
|
40.2
|
|
|
17.0
|
|
|
|
||||
Depreciation and amortization
(4)
|
70.3
|
|
|
64.0
|
|
|
6.3
|
|
|
|
||||
Total stock-based compensation
(5)
|
55.4
|
|
|
36.4
|
|
|
19.0
|
|
|
|
||||
Restructuring expenses
(6)
|
18.4
|
|
|
20.2
|
|
|
(1.8
|
)
|
|
|
||||
Other business transformation expenses
(6)
|
75.6
|
|
|
34.8
|
|
|
40.8
|
|
|
|
||||
Acquisition and integration-related expenses
(7)
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
|
||||
Officer transition expense
(8)
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
|
||||
Tax matters indemnification gain, net
(9)
|
—
|
|
|
(2.6
|
)
|
|
2.6
|
|
|
|
||||
Adjusted EBITDA
|
$
|
713.6
|
|
|
$
|
562.1
|
|
|
$
|
151.5
|
|
|
27
|
%
|
Adjusted margin %
|
32.1
|
%
|
|
26.6
|
%
|
|
|
|
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
1,600.7
|
|
|
$
|
1,521.3
|
|
|
$
|
79.4
|
|
|
5
|
%
|
Impact of exchange rates
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
|
||||
Constant currency revenues
|
$
|
1,600.8
|
|
|
$
|
1,521.3
|
|
|
$
|
79.5
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Earnings before income taxes
|
$
|
605.5
|
|
|
$
|
481.3
|
|
|
$
|
124.2
|
|
|
26
|
%
|
Margin %
|
37.8
|
%
|
|
31.6
|
%
|
|
|
|
|
|||||
Acquisition and integration-related expenses
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
|
||||
Adjusted earnings before income taxes
|
$
|
606.2
|
|
|
$
|
481.3
|
|
|
$
|
124.9
|
|
|
26
|
%
|
Adjusted margin %
|
37.9
|
%
|
|
31.6
|
%
|
|
|
|
|
|
Years Ended June 30,
|
|
Change
|
||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
||||
Subscription revenue
|
1,261.4
|
|
|
1,191.2
|
|
|
70.2
|
|
|
6
|
%
|
Transaction revenue
|
179.5
|
|
|
179.1
|
|
|
0.4
|
|
|
—
|
%
|
Other revenue
|
159.8
|
|
|
151.0
|
|
|
8.8
|
|
|
6
|
%
|
Total
|
1,600.7
|
|
|
1,521.3
|
|
|
79.4
|
|
|
5
|
%
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
307.6
|
|
|
$
|
279.7
|
|
|
$
|
27.9
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|||||||
Earnings before income taxes
|
$
|
44.4
|
|
|
$
|
27.5
|
|
|
$
|
16.9
|
|
|
61
|
%
|
Margin %
|
14.4
|
%
|
|
9.8
|
%
|
|
|
|
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenue
|
$
|
311.9
|
|
|
$
|
313.6
|
|
|
$
|
(1.7
|
)
|
|
(1
|
)%
|
Impact of exchange rates
|
17.3
|
|
|
—
|
|
|
17.3
|
|
|
|
||||
Constant currency revenues
|
$
|
329.2
|
|
|
$
|
313.6
|
|
|
$
|
15.6
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Earnings before income taxes
|
$
|
75.0
|
|
|
$
|
61.1
|
|
|
$
|
13.9
|
|
|
23
|
%
|
Margin %
|
24.0
|
%
|
|
19.5
|
%
|
|
|
|
|
|||||
Impact of exchange rates
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
|
||||
Constant currency earnings before income taxes
|
$
|
75.4
|
|
|
$
|
61.1
|
|
|
$
|
14.3
|
|
|
23
|
%
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Loss before income taxes
|
$
|
(289.6
|
)
|
|
$
|
(200.8
|
)
|
|
$
|
(88.8
|
)
|
|
(44
|
)%
|
Restructuring expenses
|
18.4
|
|
|
20.2
|
|
|
(1.8
|
)
|
|
|
||||
Other business transformation expenses
|
80.6
|
|
|
39.7
|
|
|
40.9
|
|
|
|
||||
Officer transition expense
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|
|
||||
Tax matters indemnification gain, net
|
—
|
|
|
(2.6
|
)
|
|
2.6
|
|
|
|
||||
Adjusted loss before income taxes
|
$
|
(186.8
|
)
|
|
$
|
(143.5
|
)
|
|
$
|
(43.3
|
)
|
|
(30
|
)%
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
2,114.6
|
|
|
$
|
2,063.5
|
|
|
$
|
51.1
|
|
|
2
|
%
|
Costs of revenues
|
1,243.4
|
|
|
1,273.2
|
|
|
(29.8
|
)
|
|
(2
|
)%
|
|||
Selling, general and administrative expenses
|
448.5
|
|
|
431.1
|
|
|
17.4
|
|
|
4
|
%
|
|||
Restructuring expenses
|
20.2
|
|
|
2.4
|
|
|
17.8
|
|
|
n/m
|
|
|||
Separation costs
|
—
|
|
|
34.6
|
|
|
(34.6
|
)
|
|
(100
|
)%
|
|||
Total expenses
|
1,712.1
|
|
|
1,741.3
|
|
|
(29.2
|
)
|
|
(2
|
)%
|
|||
Operating earnings
|
402.5
|
|
|
322.2
|
|
|
80.3
|
|
|
25
|
%
|
|||
Interest expense
|
(40.2
|
)
|
|
(28.8
|
)
|
|
(11.4
|
)
|
|
(40
|
)%
|
|||
Other income, net
|
6.8
|
|
|
6.5
|
|
|
0.3
|
|
|
5
|
%
|
|||
Earnings before income taxes
|
369.1
|
|
|
299.9
|
|
|
69.2
|
|
|
23
|
%
|
|||
Margin %
|
17.5
|
%
|
|
14.5
|
%
|
|
|
|
|
|||||
Provision for income taxes
|
(122.3
|
)
|
|
(113.6
|
)
|
|
(8.7
|
)
|
|
(8
|
)%
|
|||
Effective tax rate
|
33.1
|
%
|
|
37.9
|
%
|
|
|
|
|
|||||
Net earnings
|
246.8
|
|
|
186.3
|
|
|
60.5
|
|
|
32
|
%
|
|||
Less: net earnings attributable to noncontrolling interest
|
7.5
|
|
|
7.9
|
|
|
(0.4
|
)
|
|
(5
|
)%
|
|||
Net earnings attributable to CDK
|
$
|
239.3
|
|
|
$
|
178.4
|
|
|
$
|
60.9
|
|
|
34
|
%
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
2,114.6
|
|
|
$
|
2,063.5
|
|
|
$
|
51.1
|
|
|
2
|
%
|
Internet sales leads revenues
(1)
|
—
|
|
|
(46.2
|
)
|
|
46.2
|
|
|
|
||||
Adjusted revenues
|
$
|
2,114.6
|
|
|
$
|
2,017.3
|
|
|
$
|
97.3
|
|
|
5
|
%
|
Impact of exchange rates
|
39.1
|
|
|
—
|
|
|
39.1
|
|
|
|
||||
Constant currency adjusted revenues
|
$
|
2,153.7
|
|
|
$
|
2,017.3
|
|
|
$
|
136.4
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Earnings before income taxes
|
$
|
369.1
|
|
|
$
|
299.9
|
|
|
$
|
69.2
|
|
|
23
|
%
|
Margin %
|
17.5
|
%
|
|
14.5
|
%
|
|
|
|
|
|||||
Separation costs
(2)
|
—
|
|
|
34.6
|
|
|
(34.6
|
)
|
|
|
||||
Accelerated trademark amortization
(3)
|
—
|
|
|
15.6
|
|
|
(15.6
|
)
|
|
|
||||
Stand-alone public company costs
(4)
|
—
|
|
|
(16.8
|
)
|
|
16.8
|
|
|
|
||||
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)
|
20.2
|
|
|
2.4
|
|
|
17.8
|
|
|
|
||||
Other business transformation expenses
(6)
|
39.7
|
|
|
1.9
|
|
|
37.8
|
|
|
|
||||
Tax matters indemnification (gain)/loss, net
(7)
|
(2.6
|
)
|
|
1.1
|
|
|
(3.7
|
)
|
|
|
||||
Internet sales leads earnings
(1)
|
—
|
|
|
(2.5
|
)
|
|
2.5
|
|
|
|
||||
Adjusted earnings before income taxes
|
$
|
426.4
|
|
|
$
|
333.3
|
|
|
$
|
93.1
|
|
|
28
|
%
|
Adjusted margin %
|
20.2
|
%
|
|
16.5
|
%
|
|
|
|
|
|||||
Impact of exchange rates
|
10.2
|
|
|
—
|
|
|
10.2
|
|
|
|
||||
Constant currency adjusted earnings before income taxes
|
$
|
436.6
|
|
|
$
|
333.3
|
|
|
$
|
103.3
|
|
|
31
|
%
|
|
|
|
|
|
|
|
|
|||||||
Provision for income taxes
|
$
|
122.3
|
|
|
$
|
113.6
|
|
|
$
|
8.7
|
|
|
8
|
%
|
Effective tax rate
|
33.1
|
%
|
|
37.9
|
%
|
|
|
|
|
|||||
Income tax effect of pre-tax adjustments
(8)
|
21.6
|
|
|
6.4
|
|
|
15.2
|
|
|
|
||||
Income tax expense due to bonus depreciation law change
(9)
|
—
|
|
|
(4.6
|
)
|
|
4.6
|
|
|
|
||||
Pre spin-off filed tax return adjustment
(10)
|
0.4
|
|
|
(0.5
|
)
|
|
0.9
|
|
|
|
||||
Adjusted provision for income taxes
|
$
|
144.3
|
|
|
$
|
114.9
|
|
|
$
|
29.4
|
|
|
26
|
%
|
Adjusted effective tax rate
|
33.8
|
%
|
|
34.5
|
%
|
|
|
|
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Net earnings attributable to CDK
|
$
|
239.3
|
|
|
$
|
178.4
|
|
|
$
|
60.9
|
|
|
34
|
%
|
Separation costs
(2)
|
—
|
|
|
34.6
|
|
|
(34.6
|
)
|
|
|
||||
Accelerated trademark amortization
(3)
|
—
|
|
|
15.6
|
|
|
(15.6
|
)
|
|
|
||||
Stand-alone public company costs
(4)
|
—
|
|
|
(16.8
|
)
|
|
16.8
|
|
|
|
||||
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)
|
20.2
|
|
|
2.4
|
|
|
17.8
|
|
|
|
||||
Other business transformation expenses
(6)
|
39.7
|
|
|
1.9
|
|
|
37.8
|
|
|
|
||||
Tax matters indemnification (gain)/loss, net
(7)
|
(2.6
|
)
|
|
1.1
|
|
|
(3.7
|
)
|
|
|
||||
Internet sales leads earnings
(1)
|
—
|
|
|
(2.5
|
)
|
|
2.5
|
|
|
|
||||
Income tax effect of pre-tax adjustments
(8)
|
(21.6
|
)
|
|
(6.4
|
)
|
|
(15.2
|
)
|
|
|
||||
Income tax expense due to bonus depreciation law change
(9)
|
—
|
|
|
4.6
|
|
|
(4.6
|
)
|
|
|
||||
Pre spin-off filed tax return adjustment
(10)
|
(0.4
|
)
|
|
0.5
|
|
|
(0.9
|
)
|
|
|
||||
Adjusted net earnings attributable to CDK
|
$
|
274.6
|
|
|
$
|
210.5
|
|
|
$
|
64.1
|
|
|
30
|
%
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings attributable to CDK per share
|
$
|
1.51
|
|
|
$
|
1.10
|
|
|
0.41
|
|
|
37
|
%
|
|
Separation costs
(2)
|
—
|
|
|
0.21
|
|
|
|
|
|
|||||
Accelerated trademark amortization
(3)
|
—
|
|
|
0.10
|
|
|
|
|
|
|||||
Stand-alone public company costs
(4)
|
—
|
|
|
(0.10
|
)
|
|
|
|
|
|||||
Trademark royalty fee
(5)
|
—
|
|
|
0.04
|
|
|
|
|
|
|||||
Stock-based compensation
(4)
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Interest expense
(4)
|
—
|
|
|
(0.05
|
)
|
|
|
|
|
|||||
Restructuring expenses
(6)
|
0.13
|
|
|
0.01
|
|
|
|
|
|
|||||
Other business transformation expenses
(6)
|
0.25
|
|
|
0.01
|
|
|
|
|
|
|||||
Tax matters indemnification (gain)/loss, net
(7)
|
(0.01
|
)
|
|
0.01
|
|
|
|
|
|
|||||
Internet sales leads earnings
(1)
|
—
|
|
|
(0.02
|
)
|
|
|
|
|
|||||
Income tax effect of pre-tax adjustments
(8)
|
(0.14
|
)
|
|
(0.04
|
)
|
|
|
|
|
|||||
Income tax expense due to bonus depreciation law change
(9)
|
—
|
|
|
0.03
|
|
|
|
|
|
|||||
Pre spin-off filed tax return adjustment
(10)
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Adjusted diluted earnings attributable to CDK per share
|
$
|
1.74
|
|
|
$
|
1.30
|
|
|
0.44
|
|
|
34
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|||||||
Diluted
(11)
|
158.0
|
|
|
161.6
|
|
|
|
|
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Net earnings attributable to CDK
|
$
|
239.3
|
|
|
$
|
178.4
|
|
|
$
|
60.9
|
|
|
34
|
%
|
Margin %
|
11.3
|
%
|
|
8.6
|
%
|
|
|
|
|
|||||
Net earnings attributable to noncontrolling interest
(1)
|
7.5
|
|
|
7.9
|
|
|
(0.4
|
)
|
|
|
||||
Provision for income taxes
(2)
|
122.3
|
|
|
113.6
|
|
|
8.7
|
|
|
|
||||
Interest expense
(3)
|
40.2
|
|
|
28.8
|
|
|
11.4
|
|
|
|
||||
Depreciation and amortization
(4)
|
64.0
|
|
|
76.5
|
|
|
(12.5
|
)
|
|
|
||||
Separation costs
(5)
|
—
|
|
|
34.6
|
|
|
(34.6
|
)
|
|
|
||||
Stand-alone public company costs
(6)
|
—
|
|
|
(16.8
|
)
|
|
16.8
|
|
|
|
||||
Trademark royalty fee
(7)
|
—
|
|
|
5.7
|
|
|
(5.7
|
)
|
|
|
||||
Total stock-based compensation
(8)
|
36.4
|
|
|
30.4
|
|
|
6.0
|
|
|
|
||||
Restructuring expenses
(9)
|
20.2
|
|
|
2.4
|
|
|
17.8
|
|
|
|
||||
Other business transformation expenses
(9)
|
34.8
|
|
|
1.9
|
|
|
32.9
|
|
|
|
||||
Tax matters indemnification (gain)/loss, net
(10)
|
(2.6
|
)
|
|
1.1
|
|
|
(3.7
|
)
|
|
|
||||
Internet sales leads earnings
(11)
|
—
|
|
|
(2.5
|
)
|
|
2.5
|
|
|
|
||||
Adjusted EBITDA
|
$
|
562.1
|
|
|
$
|
462.0
|
|
|
$
|
100.1
|
|
|
22
|
%
|
Adjusted margin %
|
26.6
|
%
|
|
22.9
|
%
|
|
|
|
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Subscription revenue
|
$
|
1,191.2
|
|
|
$
|
1,124.7
|
|
|
$
|
66.5
|
|
|
6
|
%
|
Transaction revenue
|
179.1
|
|
|
204.3
|
|
|
(25.2
|
)
|
|
(12
|
)%
|
|||
Other revenue
|
151.0
|
|
|
172.2
|
|
|
(21.2
|
)
|
|
(12
|
)%
|
|||
Total
|
$
|
1,521.3
|
|
|
$
|
1,501.2
|
|
|
$
|
20.1
|
|
|
1
|
%
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
279.7
|
|
|
$
|
243.1
|
|
|
$
|
36.6
|
|
|
15
|
%
|
Impact of exchange rates
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
|
||||
Constant currency revenues
|
$
|
279.8
|
|
|
$
|
243.1
|
|
|
$
|
36.7
|
|
|
15
|
%
|
|
|
|
|
|
|
|
|
|||||||
Earnings before income taxes
|
$
|
27.5
|
|
|
$
|
(0.8
|
)
|
|
$
|
28.3
|
|
|
n/m
|
|
Margin %
|
9.8
|
%
|
|
(0.3
|
)%
|
|
|
|
|
|||||
Accelerated trademark amortization
|
—
|
|
|
10.1
|
|
|
(10.1
|
)
|
|
|
||||
Adjusted earnings before income taxes
|
$
|
27.5
|
|
|
$
|
9.3
|
|
|
$
|
18.2
|
|
|
196
|
%
|
Adjusted margin %
|
9.8
|
%
|
|
3.8
|
%
|
|
|
|
|
|||||
Impact of exchange rates
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
|
||||
Constant currency adjusted earnings before income taxes
|
$
|
27.6
|
|
|
$
|
9.3
|
|
|
$
|
18.3
|
|
|
197
|
%
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Revenue
|
$
|
313.6
|
|
|
$
|
319.2
|
|
|
$
|
(5.6
|
)
|
|
(2
|
)%
|
Impact of exchange rates
|
25.9
|
|
|
—
|
|
|
25.9
|
|
|
|
||||
Constant currency revenues
|
$
|
339.5
|
|
|
$
|
319.2
|
|
|
$
|
20.3
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Earnings before income taxes
|
$
|
61.1
|
|
|
$
|
47.3
|
|
|
$
|
13.8
|
|
|
29
|
%
|
Margin %
|
19.5
|
%
|
|
14.8
|
%
|
|
|
|
|
|||||
Impact of exchange rates
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|
|
||||
Constant currency earnings before income taxes
|
$
|
65.9
|
|
|
$
|
47.3
|
|
|
$
|
18.6
|
|
|
39
|
%
|
|
Years Ended June 30,
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Loss before income taxes
|
$
|
(200.8
|
)
|
|
$
|
(158.0
|
)
|
|
$
|
(42.8
|
)
|
|
(27
|
)%
|
Separation costs
|
—
|
|
|
34.6
|
|
|
(34.6
|
)
|
|
|
||||
Stand-alone public company costs
|
—
|
|
|
(14.7
|
)
|
|
14.7
|
|
|
|
||||
Trademark royalty fee
|
—
|
|
|
5.7
|
|
|
(5.7
|
)
|
|
|
||||
Stock-based compensation
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
|
|
||||
Interest expense
|
—
|
|
|
(8.2
|
)
|
|
8.2
|
|
|
|
||||
Restructuring expenses
|
20.2
|
|
|
2.4
|
|
|
17.8
|
|
|
|
||||
Other business transformation expenses
|
39.7
|
|
|
1.9
|
|
|
37.8
|
|
|
|
||||
Tax matters indemnification (gain)/loss, net
|
(2.6
|
)
|
|
1.1
|
|
|
(3.7
|
)
|
|
|
||||
Adjusted loss before income taxes
|
$
|
(143.5
|
)
|
|
$
|
(135.6
|
)
|
|
$
|
(7.9
|
)
|
|
(6
|
)%
|
Impact of exchange rates
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
|
||||
Constant currency adjusted loss before income taxes
|
$
|
(143.6
|
)
|
|
$
|
(135.6
|
)
|
|
$
|
(8.0
|
)
|
|
(6
|
)%
|
Three Months Ended
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
|
Amount
|
||||
September 30, 2016
|
|
9/16/2016
|
|
9/30/2016
|
|
$
|
0.135
|
|
|
$
|
20.2
|
|
December 31, 2016
|
|
12/20/2016
|
|
12/30/2016
|
|
0.140
|
|
|
20.4
|
|
||
March 31, 2017
|
|
3/1/2017
|
|
3/29/2017
|
|
0.140
|
|
|
20.4
|
|
||
June 30, 2017
|
|
6/20/2017
|
|
6/30/2017
|
|
0.140
|
|
|
19.7
|
|
||
Total
|
|
|
|
|
|
$
|
0.555
|
|
|
$
|
80.7
|
|
|
Years Ended June 30,
|
|
$ Change
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
431.0
|
|
|
$
|
320.1
|
|
|
$
|
267.9
|
|
|
$
|
110.9
|
|
|
$
|
52.2
|
|
Investing activities
|
(87.9
|
)
|
|
(81.6
|
)
|
|
(40.8
|
)
|
|
(6.3
|
)
|
|
(40.8
|
)
|
|||||
Financing activities
|
159.9
|
|
|
(419.3
|
)
|
|
(199.9
|
)
|
|
579.2
|
|
|
(219.4
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
4.0
|
|
|
(8.3
|
)
|
|
(21.8
|
)
|
|
12.3
|
|
|
13.5
|
|
|||||
Net change in cash and cash equivalents
|
$
|
507.0
|
|
|
$
|
(189.1
|
)
|
|
$
|
5.4
|
|
|
$
|
696.1
|
|
|
$
|
(194.5
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|
Total
|
||||||||||
Term loan facilities
(1)
|
|
$
|
45.0
|
|
|
$
|
268.1
|
|
|
$
|
523.8
|
|
|
$
|
—
|
|
|
$
|
836.9
|
|
Senior notes
(2)
|
|
—
|
|
|
250.0
|
|
|
—
|
|
|
1,100.0
|
|
|
1,350.0
|
|
|||||
Interest on senior notes
(2)
|
|
63.8
|
|
|
122.8
|
|
|
108.5
|
|
|
208.8
|
|
|
503.9
|
|
|||||
Capital lease obligations
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||
Operating lease obligations
(3)
|
|
35.0
|
|
|
30.4
|
|
|
16.2
|
|
|
16.7
|
|
|
98.3
|
|
|||||
Other long-term liabilities reflected within other liabilities on the consolidated balance sheet
(4)
|
|
0.2
|
|
|
10.8
|
|
|
0.1
|
|
|
—
|
|
|
11.1
|
|
|||||
Total
|
|
$
|
145.5
|
|
|
$
|
682.1
|
|
|
$
|
648.6
|
|
|
$
|
1,325.5
|
|
|
$
|
2,801.7
|
|
•
|
Dealer Management Systems DMSs and layered applications, where the software may be installed onsite at the customer’s location, or hosted and provided on a SaaS basis, including ongoing maintenance and support;
|
•
|
Interrelated services such as installation, initial training, and data updates;
|
•
|
Websites, search marketing, and reputation management services (RSNA only); and
|
•
|
Hardware on a service basis, meaning no specific assets are identified or a substantive right of substitution exists.
|
Consolidated and Combined Financial Statements
|
|
|
|
Financial Statement Schedule
|
|
|
|
Years Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
$
|
2,220.2
|
|
|
$
|
2,114.6
|
|
|
$
|
2,063.5
|
|
|
|
|
|
|
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of revenues
|
1,234.9
|
|
|
1,243.4
|
|
|
1,273.2
|
|
|||
Selling, general and administrative expenses
|
477.7
|
|
|
448.5
|
|
|
431.1
|
|
|||
Restructuring expenses
|
18.4
|
|
|
20.2
|
|
|
2.4
|
|
|||
Separation costs
|
—
|
|
|
—
|
|
|
34.6
|
|
|||
Total expenses
|
1,731.0
|
|
|
1,712.1
|
|
|
1,741.3
|
|
|||
Operating earnings
|
489.2
|
|
|
402.5
|
|
|
322.2
|
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
(57.2
|
)
|
|
(40.2
|
)
|
|
(28.8
|
)
|
|||
Other income, net
|
3.3
|
|
|
6.8
|
|
|
6.5
|
|
|||
|
|
|
|
|
|
||||||
Earnings before income taxes
|
435.3
|
|
|
369.1
|
|
|
299.9
|
|
|||
|
|
|
|
|
|
||||||
Provision for income taxes
|
(132.8
|
)
|
|
(122.3
|
)
|
|
(113.6
|
)
|
|||
|
|
|
|
|
|
||||||
Net earnings
|
302.5
|
|
|
246.8
|
|
|
186.3
|
|
|||
Less: net earnings attributable to noncontrolling interest
|
6.9
|
|
|
7.5
|
|
|
7.9
|
|
|||
Net earnings attributable to CDK
|
$
|
295.6
|
|
|
$
|
239.3
|
|
|
$
|
178.4
|
|
|
|
|
|
|
|
||||||
Net earnings attributable to CDK per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.01
|
|
|
$
|
1.52
|
|
|
$
|
1.11
|
|
Diluted
|
$
|
1.99
|
|
|
$
|
1.51
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
146.7
|
|
|
157.0
|
|
|
160.6
|
|
|||
Diluted
|
148.2
|
|
|
158.0
|
|
|
161.6
|
|
|
Years Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net earnings
|
$
|
302.5
|
|
|
$
|
246.8
|
|
|
$
|
186.3
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Currency translation adjustments
|
2.2
|
|
|
(45.8
|
)
|
|
(34.1
|
)
|
|||
Other comprehensive income (loss)
|
2.2
|
|
|
(45.8
|
)
|
|
(34.1
|
)
|
|||
Comprehensive income
|
304.7
|
|
|
201.0
|
|
|
152.2
|
|
|||
Less: comprehensive income attributable to noncontrolling interest
|
6.9
|
|
|
7.5
|
|
|
7.9
|
|
|||
Comprehensive income attributable to CDK
|
$
|
297.8
|
|
|
$
|
193.5
|
|
|
$
|
144.3
|
|
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
726.1
|
|
|
$
|
219.1
|
|
Accounts receivable, net of allowances of $6.3 and $7.1, respectively
|
372.1
|
|
|
365.5
|
|
||
Other current assets
|
180.6
|
|
|
154.1
|
|
||
Total current assets
|
1,278.8
|
|
|
738.7
|
|
||
Property, plant and equipment, net
|
135.0
|
|
|
118.6
|
|
||
Other assets
|
184.1
|
|
|
217.2
|
|
||
Goodwill
|
1,181.2
|
|
|
1,182.7
|
|
||
Intangible assets, net
|
104.0
|
|
|
107.8
|
|
||
Total assets
|
$
|
2,883.1
|
|
|
$
|
2,365.0
|
|
|
|
|
|
||||
Liabilities and (Deficit) Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current maturities of long-term debt and capital lease obligations
|
$
|
46.5
|
|
|
$
|
26.8
|
|
Accounts payable
|
38.9
|
|
|
38.8
|
|
||
Accrued expenses and other current liabilities
|
188.7
|
|
|
165.3
|
|
||
Accrued payroll and payroll-related expenses
|
106.2
|
|
|
115.3
|
|
||
Short-term deferred revenues
|
172.3
|
|
|
177.2
|
|
||
Total current liabilities
|
552.6
|
|
|
523.4
|
|
||
Long-term debt and capital lease obligations
|
2,125.2
|
|
|
1,190.3
|
|
||
Long-term deferred revenues
|
136.1
|
|
|
157.7
|
|
||
Deferred income taxes
|
65.9
|
|
|
46.9
|
|
||
Other liabilities
|
60.1
|
|
|
70.5
|
|
||
Total liabilities
|
2,939.9
|
|
|
1,988.8
|
|
||
|
|
|
|
||||
(Deficit) Equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value: Authorized, 50.0 shares; issued and outstanding, none
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 160.3 and 160.3 shares, respectively; outstanding, 140.0 and 150.1 shares, respectively
|
1.6
|
|
|
1.6
|
|
||
Additional paid-in-capital
|
608.6
|
|
|
640.7
|
|
||
Retained earnings
|
452.7
|
|
|
238.3
|
|
||
Treasury stock, at cost: 20.3 and 10.2 shares, respectively
|
(1,144.7
|
)
|
|
(526.6
|
)
|
||
Accumulated other comprehensive income
|
8.0
|
|
|
5.8
|
|
||
Total CDK stockholders’ (deficit) equity
|
(73.8
|
)
|
|
359.8
|
|
||
Noncontrolling interest
|
17.0
|
|
|
16.4
|
|
||
Total (deficit) equity
|
(56.8
|
)
|
|
376.2
|
|
||
Total liabilities and (deficit) equity
|
$
|
2,883.1
|
|
|
$
|
2,365.0
|
|
|
Years Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
302.5
|
|
|
$
|
246.8
|
|
|
$
|
186.3
|
|
Adjustments to reconcile net earnings to cash flows provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
70.3
|
|
|
64.0
|
|
|
76.5
|
|
|||
Deferred income taxes
|
20.9
|
|
|
(3.6
|
)
|
|
(25.3
|
)
|
|||
Stock-based compensation expense
|
55.4
|
|
|
36.4
|
|
|
30.4
|
|
|||
Pension expense
|
—
|
|
|
—
|
|
|
0.8
|
|
|||
Other
|
4.6
|
|
|
(5.6
|
)
|
|
(12.6
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|
||||
Increase in accounts receivable
|
(8.3
|
)
|
|
(57.0
|
)
|
|
(16.9
|
)
|
|||
(Increase) decrease in other assets
|
(1.9
|
)
|
|
3.0
|
|
|
(24.3
|
)
|
|||
Increase in accounts payable
|
4.4
|
|
|
15.3
|
|
|
3.0
|
|
|||
(Decrease) increase in accrued expenses and other liabilities
|
(16.9
|
)
|
|
20.8
|
|
|
50.0
|
|
|||
Net cash flows provided by operating activities
|
431.0
|
|
|
320.1
|
|
|
267.9
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(62.4
|
)
|
|
(50.8
|
)
|
|
(44.0
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
0.5
|
|
|
1.1
|
|
|
0.9
|
|
|||
Capitalized software
|
(31.8
|
)
|
|
(13.5
|
)
|
|
(19.9
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(18.1
|
)
|
|
(36.6
|
)
|
|||
Proceeds from the sale of a business
|
—
|
|
|
—
|
|
|
24.5
|
|
|||
Contributions to investments
|
(2.1
|
)
|
|
(10.0
|
)
|
|
(22.9
|
)
|
|||
Proceeds from investments
|
7.9
|
|
|
9.7
|
|
|
16.6
|
|
|||
Proceeds from notes receivable from ADP and its affiliates
|
—
|
|
|
—
|
|
|
40.6
|
|
|||
Net cash flows used in investing activities
|
(87.9
|
)
|
|
(81.6
|
)
|
|
(40.8
|
)
|
|||
|
|
|
|
|
|
||||||
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
|
1,000.0
|
|
|
250.0
|
|
|
1,750.0
|
|
|||
Repayments of long-term debt and capital lease obligations
|
(36.9
|
)
|
|
(20.0
|
)
|
|
(759.5
|
)
|
|||
Dividend paid to ADP at spin-off
|
—
|
|
|
—
|
|
|
(825.0
|
)
|
|||
Dividends paid to stockholders
|
(80.7
|
)
|
|
(82.3
|
)
|
|
(58.2
|
)
|
|||
Repurchases of common stock
|
(700.0
|
)
|
|
(561.0
|
)
|
|
(50.0
|
)
|
|||
Proceeds from exercise of stock options
|
14.7
|
|
|
6.7
|
|
|
9.8
|
|
|||
Excess tax benefit from stock-based compensation awards
|
—
|
|
|
8.9
|
|
|
11.2
|
|
|||
Withholding tax payments for stock-based compensation awards
|
(12.2
|
)
|
|
(8.7
|
)
|
|
(0.9
|
)
|
|||
Dividend payments to noncontrolling owners
|
(6.3
|
)
|
|
(5.0
|
)
|
|
(5.4
|
)
|
|||
Payments of deferred financing costs
|
(10.6
|
)
|
|
(2.1
|
)
|
|
(9.2
|
)
|
|||
Acquisition-related payments
|
(8.1
|
)
|
|
(6.2
|
)
|
|
—
|
|
|||
Recovery of dividends paid (Note 1D)
|
—
|
|
|
0.4
|
|
|
—
|
|
|||
Net cash flows provided by (used in) financing activities
|
159.9
|
|
|
(419.3
|
)
|
|
(199.9
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
4.0
|
|
|
(8.3
|
)
|
|
(21.8
|
)
|
|||
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
507.0
|
|
|
(189.1
|
)
|
|
5.4
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents, beginning of period
|
219.1
|
|
|
408.2
|
|
|
402.8
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
726.1
|
|
|
$
|
219.1
|
|
|
$
|
408.2
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental Disclosure:
|
|
|
|
|
|
||||||
Cash paid for:
|
|
|
|
|
|
||||||
Income taxes and foreign withholding taxes, net of refunds
|
$
|
120.3
|
|
|
$
|
109.4
|
|
|
$
|
120.8
|
|
Interest
|
49.6
|
|
|
37.8
|
|
|
19.2
|
|
|||
Non-cash transactions:
|
|
|
|
|
|
||||||
Non-cash consideration issued for acquisitions (Note 4)
|
—
|
|
|
13.5
|
|
|
8.5
|
|
|
Common Stock
|
|
Additional Paid-in-Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Net Parent Company Investment
|
|
Accumulated Other Comprehensive Income
|
|
Total CDK Stockholders' (Deficit)Equity
|
|
Non-controlling Interest
|
|
Total (Deficit) Equity
|
|||||||||||||||||||||
|
Shares Issued
|
|
Amount
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance as of June 30, 2014
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,712.2
|
|
|
$
|
85.7
|
|
|
$
|
1,797.9
|
|
|
$
|
11.4
|
|
|
$
|
1,809.3
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
139.4
|
|
|
—
|
|
|
39.0
|
|
|
—
|
|
|
178.4
|
|
|
7.9
|
|
|
186.3
|
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.1
|
)
|
|
(34.1
|
)
|
|
—
|
|
|
(34.1
|
)
|
|||||||||
Net distributions to Parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(271.8
|
)
|
|
—
|
|
|
(271.8
|
)
|
|
—
|
|
|
(271.8
|
)
|
|||||||||
Dividend paid to ADP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(825.0
|
)
|
|
—
|
|
|
(825.0
|
)
|
|
—
|
|
|
(825.0
|
)
|
|||||||||
Reclassifications of net parent company investment to common stock and additional paid-in-capital in conjunction with the spin-off
|
160.6
|
|
|
1.6
|
|
|
652.8
|
|
|
—
|
|
|
—
|
|
|
(654.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|||||||||
Common stock issued for the exercise and vesting of stock-based compensation awards, net
|
0.7
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|||||||||
Excess tax benefit from stock-based compensation awards
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|||||||||
Cash dividends paid to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.2
|
)
|
|
—
|
|
|
(58.2
|
)
|
|||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.7
|
)
|
|
—
|
|
|
—
|
|
|
(50.7
|
)
|
|
—
|
|
|
(50.7
|
)
|
|||||||||
Dividend payments to noncontrolling owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
(5.4
|
)
|
|||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
239.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
239.3
|
|
|
7.5
|
|
|
246.8
|
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45.8
|
)
|
|
(45.8
|
)
|
|
—
|
|
|
(45.8
|
)
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
31.7
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.4
|
|
|
—
|
|
|
31.4
|
|
|||||||||
Common stock issued for the exercise and vesting of stock-based compensation awards, net
|
—
|
|
|
—
|
|
|
(32.6
|
)
|
|
—
|
|
|
30.6
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||||||
Excess tax benefit from stock-based compensation awards
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|||||||||
Cash dividends paid to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(82.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82.3
|
)
|
|
—
|
|
|
(82.3
|
)
|
|||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(53.8
|
)
|
|
—
|
|
|
(506.5
|
)
|
|
—
|
|
|
—
|
|
|
(560.3
|
)
|
|
—
|
|
|
(560.3
|
)
|
|||||||||
Dividend payments to noncontrolling owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
(5.0
|
)
|
|||||||||
Correction of common stock issued in connection with the spin-off and dividends paid (Note1D)
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||||||
Balance as of June 30, 2016
|
160.3
|
|
|
1.6
|
|
|
640.7
|
|
|
238.3
|
|
|
(526.6
|
)
|
|
—
|
|
|
5.8
|
|
|
359.8
|
|
|
16.4
|
|
|
376.2
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
295.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295.6
|
|
|
6.9
|
|
|
302.5
|
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|||||||||
Stock-based compensation expense and related dividend equivalents
|
—
|
|
|
—
|
|
|
47.3
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.8
|
|
|
—
|
|
|
46.8
|
|
|||||||||
Common stock issued for the exercise and vesting of stock-based compensation awards, net
|
—
|
|
|
—
|
|
|
(45.1
|
)
|
|
—
|
|
|
47.6
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|||||||||
Cash dividends paid to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(80.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80.7
|
)
|
|
—
|
|
|
(80.7
|
)
|
|||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(34.3
|
)
|
|
—
|
|
|
(665.7
|
)
|
|
—
|
|
|
—
|
|
|
(700.0
|
)
|
|
—
|
|
|
(700.0
|
)
|
|||||||||
Dividend payments to noncontrolling owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
(6.3
|
)
|
|||||||||
Balance as of June 30, 2017
|
160.3
|
|
|
$
|
1.6
|
|
|
$
|
608.6
|
|
|
$
|
452.7
|
|
|
$
|
(1,144.7
|
)
|
|
$
|
—
|
|
|
$
|
8.0
|
|
|
$
|
(73.8
|
)
|
|
$
|
17.0
|
|
|
$
|
(56.8
|
)
|
•
|
Dealer Management Systems (“DMSs”) and layered applications, where the software may be installed onsite at the customer’s location, or hosted and provided on a SaaS basis, including ongoing maintenance and support;
|
•
|
Interrelated services such as installation, initial training, and data updates;
|
•
|
Websites, search marketing, and reputation management services (RSNA only); and
|
•
|
Hardware on a service basis, meaning no specific assets are identified or a substantive right of substitution exists.
|
Buildings
|
20 to 40 years
|
Furniture and fixtures
|
4 to 7 years
|
Data processing equipment
|
2 to 5 years
|
•
|
Level 1: Inputs that are based upon quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.
|
•
|
Level 3: Unobservable inputs where there is little or no market activity for the asset or liability. These inputs reflect management's best estimate of what market participants would use to price the assets or liabilities at the measurement date.
|
•
|
The Company elected to account for forfeitures of stock-based compensation awards when they occur. This adoption did not have a material impact on the Company's consolidated results of operations, financial condition, or cash flows.
|
•
|
The Company recorded a tax benefit of
$13.1 million
within provision for income taxes for the
twelve months ended
June 30, 2017
related to excess tax benefits on stock options, restricted stock, and restricted stock units. Prior to adoption, the tax effect of share-based awards would have been recognized in additional paid-in capital. This change will result in increased volatility in the Company's effective tax rate.
|
•
|
In addition, ASU 2016-09 modifies the classification of certain share-based payment activities within the statements of cash flows. Under ASU 2016-09, excess tax benefits from share-based arrangements are classified within cash flow from operations, rather than as cash flow from financing activities. The Company applied this provision on a prospective basis and the prior period statement of cash flows were not adjusted.
|
•
|
Under the current accounting guidance for software, ASC 985-605, revenues for onsite licenses are recognized ratably over the software license term, as CDK lacks vendor-specific objective evidence of the fair values of the individual elements of the sales arrangement; however, upon adoption of ASC 606 revenues may be recognized upon installation of onsite software based on estimated standalone selling price at the time of the sale. This will result in a cumulative adjustment (an increase) to beginning retained earnings, for which management is completing our evaluation and quantifying the impact.
|
•
|
Aside from revenues for onsite software licenses discussed above, the Company currently accounts for the majority of its revenues, including SaaS and other service arrangements under ASC 605. Under both the existing revenue standard, ASC 605, and the new standard pending adoption, ASC 606, the revenue for ongoing services will be recognized ratably over the term of arrangement; however, management is currently evaluating the impact of other aspects of the standard, including variable consideration.
|
•
|
In ASC 340, the FASB provides guidance for contract costs that require capitalization and subsequent amortization - costs to obtain a customer contract, and costs to fulfill the contract, which for CDK consists primarily of direct sales commissions and implementation costs of service arrangements. The adoption of the new standard may result in an increase in the costs deferred and amortized over the economic life of the contract.
|
|
June 30,
|
||
|
2015
|
||
Revenues
|
$
|
46.2
|
|
Earnings before income taxes
(1)
|
2.5
|
|
|
Employee-Related Costs
|
|
Contract Termination Costs
|
|
Total
|
||||||
Balance as of June 30, 2015
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
Charges
|
17.7
|
|
|
2.9
|
|
|
20.6
|
|
|||
Cash payments
|
(10.6
|
)
|
|
(2.0
|
)
|
|
(12.6
|
)
|
|||
Adjustments
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||
Foreign exchange
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Balance as of June 30, 2016
|
9.0
|
|
|
0.9
|
|
|
9.9
|
|
|||
Charges
|
14.5
|
|
|
4.8
|
|
|
19.3
|
|
|||
Cash payments
|
(16.5
|
)
|
|
(3.0
|
)
|
|
(19.5
|
)
|
|||
Adjustments
|
(0.6
|
)
|
|
(0.3
|
)
|
|
(0.9
|
)
|
|||
Balance as of June 30, 2017
|
$
|
6.4
|
|
|
$
|
2.4
|
|
|
$
|
8.8
|
|
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of revenues
|
$
|
6.3
|
|
|
$
|
6.2
|
|
|
$
|
7.8
|
|
Selling, general and administrative expenses
|
49.1
|
|
|
30.2
|
|
|
22.6
|
|
|||
Total pre-tax stock-based compensation expense
|
$
|
55.4
|
|
|
$
|
36.4
|
|
|
$
|
30.4
|
|
|
|
|
|
|
|
||||||
Income tax benefit
|
$
|
19.4
|
|
|
$
|
12.9
|
|
|
$
|
10.1
|
|
|
Number
of Options
(in thousands)
|
|
Weighted-Average Exercise Price
(in dollars)
|
|
Weighted-Average Remaining Contractual Life (in years)
|
|
Aggregate Intrinsic Value (in millions)
|
|||||
Options outstanding as of June 30, 2016
|
1,594
|
|
|
$
|
27.64
|
|
|
|
|
|
||
Options granted
|
419
|
|
|
58.94
|
|
|
|
|
|
|||
Options exercised
|
(654
|
)
|
|
22.52
|
|
|
|
|
|
|||
Options canceled
|
(49
|
)
|
|
55.11
|
|
|
|
|
|
|||
Options outstanding as of June 30, 2017
|
1,310
|
|
|
$
|
39.70
|
|
|
7.1
|
|
$
|
29.3
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable as of June 30, 2017
|
643
|
|
|
$
|
28.09
|
|
|
5.8
|
|
$
|
21.6
|
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||
|
Number of Shares
(in thousands)
|
|
Weighted-Average Grant Date Fair Value (in dollars)
|
|
Number of Units
(in thousands)
|
|
Weighted-Average Grant Date Fair Value (in dollars)
|
||||||
Non-vested restricted shares/units as of June 30, 2016
|
616
|
|
|
$
|
40.93
|
|
|
271
|
|
|
$
|
53.09
|
|
Restricted shares/units granted
|
310
|
|
|
58.48
|
|
|
97
|
|
|
58.26
|
|
||
Restricted shares/units vested
|
(370
|
)
|
|
33.17
|
|
|
(143
|
)
|
|
36.88
|
|
||
Restricted shares/units forfeited
|
(59
|
)
|
|
51.04
|
|
|
(11
|
)
|
|
48.34
|
|
||
Non-vested restricted shares/units as of June 30, 2017
|
497
|
|
|
$
|
53.98
|
|
|
214
|
|
|
$
|
66.17
|
|
|
Restricted Stock Units
|
|||||
|
Number of Units
(in thousands)
|
|
Weighted-Average Grant Date Fair Value (in dollars)
|
|||
Non-vested restricted units as of June 30, 2016
|
476
|
|
|
$
|
55.63
|
|
Restricted units granted
|
453
|
|
|
62.89
|
|
|
Dividend equivalents
|
8
|
|
|
55.40
|
|
|
Restricted units vested
|
(166
|
)
|
|
46.10
|
|
|
Restricted units forfeited
|
(29
|
)
|
|
57.66
|
|
|
Non-vested restricted units as of June 30, 2017
|
742
|
|
|
$
|
65.41
|
|
|
|
|
|
Fiscal 2015
|
||||||||||
|
Fiscal 2017
|
Fiscal 2016
|
|
Post Spin-Off
|
|
Spin-Off Conversion
|
||||||||
Risk-free interest rate
|
1.4
|
%
|
1.8
|
%
|
|
1.6
|
%
|
|
1.1
|
%
|
||||
Dividend yield
|
0.9
|
%
|
0.9
|
%
|
|
1.1
|
%
|
|
1.1
|
%
|
||||
Weighted-average volatility factor
|
24.5
|
%
|
24.7
|
%
|
|
25.6
|
%
|
|
23.9
|
%
|
||||
Weighted-average expected life (in years)
|
6.3
|
|
6.3
|
|
|
6.3
|
|
|
3.4
|
|
||||
Weighted-average fair value (in dollars)
|
$
|
13.90
|
|
$
|
12.55
|
|
|
$
|
10.24
|
|
|
$
|
12.50
|
|
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Earnings before income taxes:
|
|
|
|
|
|
||||||
U.S.
|
$
|
324.9
|
|
|
$
|
293.1
|
|
|
$
|
224.7
|
|
Foreign
|
110.4
|
|
|
76.0
|
|
|
75.2
|
|
|||
|
$
|
435.3
|
|
|
$
|
369.1
|
|
|
$
|
299.9
|
|
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
69.6
|
|
|
$
|
84.9
|
|
|
$
|
104.6
|
|
Foreign
|
27.5
|
|
|
24.5
|
|
|
18.3
|
|
|||
State
|
14.8
|
|
|
16.5
|
|
|
16.0
|
|
|||
Total current
|
111.9
|
|
|
125.9
|
|
|
138.9
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
17.0
|
|
|
(3.3
|
)
|
|
(19.2
|
)
|
|||
Foreign
|
2.0
|
|
|
1.3
|
|
|
(2.3
|
)
|
|||
State
|
1.9
|
|
|
(1.6
|
)
|
|
(3.8
|
)
|
|||
Total deferred
|
20.9
|
|
|
(3.6
|
)
|
|
(25.3
|
)
|
|||
Total provision for income taxes
|
$
|
132.8
|
|
|
$
|
122.3
|
|
|
$
|
113.6
|
|
|
June 30,
|
|||||||||||||||||||
|
2017
|
|
%
|
|
2016
|
|
%
|
|
2015
|
|
%
|
|||||||||
Provision for taxes at U.S. statutory rate
|
$
|
152.4
|
|
|
35.0
|
%
|
|
$
|
129.2
|
|
|
35.0
|
%
|
|
$
|
105.0
|
|
|
35.0
|
%
|
Increase (decrease) in provision from:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State taxes, net of federal benefit
|
10.8
|
|
|
2.5
|
%
|
|
9.7
|
|
|
2.6
|
%
|
|
8.8
|
|
|
2.9
|
%
|
|||
Stock compensation - excess tax benefits
|
(12.0
|
)
|
|
(2.8
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Noncontrolling interest
|
(2.0
|
)
|
|
(0.5
|
)%
|
|
(2.5
|
)
|
|
(0.7
|
)%
|
|
(2.8
|
)
|
|
(0.9
|
)%
|
|||
Foreign tax rate differential
|
(12.4
|
)
|
|
(2.8
|
)%
|
|
(7.8
|
)
|
|
(2.1
|
)%
|
|
(4.3
|
)
|
|
(1.4
|
)%
|
|||
U.S. tax on foreign earnings
|
1.1
|
|
|
0.3
|
%
|
|
0.8
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
|||
Foreign tax credits
|
(1.9
|
)
|
|
(0.4
|
)%
|
|
(1.5
|
)
|
|
(0.4
|
)%
|
|
(1.7
|
)
|
|
(0.6
|
)%
|
|||
Resolution of tax matters
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(3.4
|
)
|
|
(1.1
|
)%
|
|||
Non-deductible separation costs
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
7.8
|
|
|
2.6
|
%
|
|||
Tax law changes
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
4.6
|
|
|
1.5
|
%
|
|||
Capital losses
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(29.2
|
)
|
|
(9.7
|
)%
|
|||
Valuation allowances
|
0.8
|
|
|
0.2
|
%
|
|
1.1
|
|
|
0.3
|
%
|
|
27.1
|
|
|
9.0
|
%
|
|||
Domestic production activities deduction
|
(4.2
|
)
|
|
(1.0
|
)%
|
|
(6.4
|
)
|
|
(1.7
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Pre spin-off tax return adjustments
|
—
|
|
|
—
|
%
|
|
(0.4
|
)
|
|
(0.1
|
)%
|
|
0.5
|
|
|
0.2
|
%
|
|||
Other
|
0.2
|
|
|
—
|
%
|
|
0.1
|
|
|
—
|
%
|
|
1.2
|
|
|
0.4
|
%
|
|||
Provision for income taxes
|
$
|
132.8
|
|
|
30.5
|
%
|
|
$
|
122.3
|
|
|
33.1
|
%
|
|
$
|
113.6
|
|
|
37.9
|
%
|
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Classification:
|
|
|
|
||||
Long term deferred tax assets (included in other assets)
|
$
|
22.1
|
|
|
$
|
23.9
|
|
Long term deferred tax liabilities (included in deferred income taxes)
|
(65.9
|
)
|
|
(46.9
|
)
|
||
Net deferred tax liabilities
|
$
|
(43.8
|
)
|
|
$
|
(23.0
|
)
|
|
|
|
|
||||
Components:
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
13.9
|
|
|
$
|
15.4
|
|
Compensation and benefits
|
46.1
|
|
|
57.7
|
|
||
Deferred revenue
|
53.8
|
|
|
57.6
|
|
||
Net operating losses
|
10.5
|
|
|
13.5
|
|
||
Capital losses
|
28.8
|
|
|
28.7
|
|
||
|
153.1
|
|
|
172.9
|
|
||
Less: valuation allowances
|
(35.1
|
)
|
|
(34.3
|
)
|
||
Net deferred tax assets
|
118.0
|
|
|
138.6
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Deferred expenses
|
64.9
|
|
|
76.6
|
|
||
Property, plant and equipment and intangible assets
|
92.1
|
|
|
76.5
|
|
||
Prepaid expenses
|
2.6
|
|
|
5.9
|
|
||
Other
|
2.2
|
|
|
2.6
|
|
||
Deferred tax liabilities
|
161.8
|
|
|
161.6
|
|
||
Net deferred tax liabilities
|
$
|
(43.8
|
)
|
|
$
|
(23.0
|
)
|
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning of the year balance
|
$
|
4.7
|
|
|
$
|
1.9
|
|
|
$
|
0.2
|
|
Additions for current year tax positions
|
1.0
|
|
|
1.9
|
|
|
0.6
|
|
|||
Additions for tax positions of prior years
|
1.2
|
|
|
1.1
|
|
|
1.1
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Settlement with tax authorities
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
Expiration of the statute of limitations
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
Impact of foreign exchange rate fluctuations
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||
End of year balance
|
$
|
6.4
|
|
|
$
|
4.7
|
|
|
$
|
1.9
|
|
Tax Jurisdictions
|
|
Fiscal Years Ended
|
U.S. (IRS)
|
|
6/30/2015
|
New Jersey
|
|
6/30/2008 thru 6/30/2011
|
Canada
|
|
6/30/2012 thru 6/30/2014
|
Kuwait
|
|
6/30/2013 thru 6/30/2015
|
Spain
|
|
6/30/2011
|
Italy
|
|
6/30/2015
|
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net earnings attributable to CDK
|
$
|
295.6
|
|
|
$
|
239.3
|
|
|
$
|
178.4
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
146.7
|
|
|
157.0
|
|
|
160.6
|
|
|||
Effect of employee stock options
|
0.7
|
|
|
0.5
|
|
|
0.5
|
|
|||
Effect of employee restricted stock
|
0.8
|
|
|
0.5
|
|
|
0.5
|
|
|||
Diluted
|
148.2
|
|
|
158.0
|
|
|
161.6
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings attributable to CDK per share
|
$
|
2.01
|
|
|
$
|
1.52
|
|
|
$
|
1.11
|
|
Diluted earnings attributable to CDK per share
|
$
|
1.99
|
|
|
$
|
1.51
|
|
|
$
|
1.10
|
|
|
June 30,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Stock-based awards
|
0.3
|
|
|
0.5
|
|
|
0.3
|
|
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Trade receivables
|
$
|
368.0
|
|
|
$
|
359.6
|
|
Lease receivables
|
10.4
|
|
|
13.0
|
|
||
Accounts receivable, gross
|
378.4
|
|
|
372.6
|
|
||
Less: allowances
|
6.3
|
|
|
7.1
|
|
||
Account receivable, net
|
$
|
372.1
|
|
|
$
|
365.5
|
|
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Lease receivables, gross:
|
|
|
|
||||
Minimum lease payments
|
$
|
23.4
|
|
|
$
|
38.0
|
|
Unearned income
|
(1.6
|
)
|
|
(3.2
|
)
|
||
|
21.8
|
|
|
34.8
|
|
||
Less: lease receivables, current (included in accounts receivable, net)
|
10.4
|
|
|
13.0
|
|
||
Lease receivables, long-term (included in other assets)
|
$
|
11.4
|
|
|
$
|
21.8
|
|
|
Amount
|
||
Fiscal year ending 2018
|
$
|
11.5
|
|
Fiscal year ending 2019
|
8.0
|
|
|
Fiscal year ending 2020
|
3.6
|
|
|
Fiscal year ending 2021
|
0.3
|
|
|
Fiscal year ending 2022
|
—
|
|
|
|
$
|
23.4
|
|
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Property, plant and equipment:
|
|
|
|
||||
Land and buildings
|
$
|
39.4
|
|
|
$
|
38.7
|
|
Data processing equipment
|
215.5
|
|
|
188.6
|
|
||
Furniture and fixtures, leasehold improvements, and other
|
80.4
|
|
|
86.2
|
|
||
Total property, plant and equipment
|
335.3
|
|
|
313.5
|
|
||
Less: accumulated depreciation
|
200.3
|
|
|
194.9
|
|
||
Property, plant and equipment, net
|
$
|
135.0
|
|
|
$
|
118.6
|
|
|
Retail Solutions North America
|
|
Advertising North America
|
|
CDK International
|
|
Total
|
||||||||
Balance as of June 30, 2015
|
$
|
592.1
|
|
|
$
|
214.3
|
|
|
$
|
403.5
|
|
|
$
|
1,209.9
|
|
Additions (Note 4)
|
16.8
|
|
|
—
|
|
|
—
|
|
|
16.8
|
|
||||
Measurement period adjustment (Note 4)
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
||||
Currency translation adjustments
|
(1.2
|
)
|
|
—
|
|
|
(39.8
|
)
|
|
(41.0
|
)
|
||||
Balance as of June 30, 2016
|
604.7
|
|
|
214.3
|
|
|
363.7
|
|
|
1,182.7
|
|
||||
Currency translation adjustments
|
(0.1
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
(1.5
|
)
|
||||
Balance as of June 30, 2017
|
$
|
604.6
|
|
|
$
|
214.3
|
|
|
$
|
362.3
|
|
|
$
|
1,181.2
|
|
|
June 30,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
Original Cost
|
|
Accumulated Amortization
|
|
Intangible Assets, net
|
|
Original Cost
|
|
Accumulated Amortization
|
|
Intangible Assets, net
|
||||||||||||
Customer lists
|
$
|
175.5
|
|
|
$
|
(130.0
|
)
|
|
$
|
45.5
|
|
|
$
|
175.5
|
|
|
$
|
(117.5
|
)
|
|
$
|
58.0
|
|
Software
|
163.7
|
|
|
(109.4
|
)
|
|
54.3
|
|
|
141.0
|
|
|
(96.1
|
)
|
|
44.9
|
|
||||||
Trademarks
|
25.0
|
|
|
(24.1
|
)
|
|
0.9
|
|
|
25.0
|
|
|
(23.5
|
)
|
|
1.5
|
|
||||||
Other intangibles
|
6.4
|
|
|
(3.1
|
)
|
|
3.3
|
|
|
6.1
|
|
|
(2.7
|
)
|
|
3.4
|
|
||||||
|
$
|
370.6
|
|
|
$
|
(266.6
|
)
|
|
$
|
104.0
|
|
|
$
|
347.6
|
|
|
$
|
(239.8
|
)
|
|
$
|
107.8
|
|
|
Amount
|
||
Fiscal year ending 2018
|
$
|
31.6
|
|
Fiscal year ending 2019
|
22.3
|
|
|
Fiscal year ending 2020
|
17.4
|
|
|
Fiscal year ending 2021
|
11.5
|
|
|
Fiscal year ending 2022
|
8.2
|
|
|
Thereafter
|
13.0
|
|
|
|
$
|
104.0
|
|
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
2019 term loan facility
|
215.6
|
|
|
228.1
|
|
||
2020 term loan facility
|
231.3
|
|
|
243.8
|
|
||
2021 term loan facility
|
390.0
|
|
|
—
|
|
||
3.30% senior notes, due 2019
|
250.0
|
|
|
250.0
|
|
||
4.50% senior notes, due 2024
|
500.0
|
|
|
500.0
|
|
||
4.875% senior notes, due 2027
|
600.0
|
|
|
—
|
|
||
Capital lease obligations
|
1.5
|
|
|
3.6
|
|
||
Unamortized debt financing costs
|
(16.7
|
)
|
|
(8.4
|
)
|
||
Total debt and capital lease obligations
|
2,171.7
|
|
|
1,217.1
|
|
||
Current maturities of long-term debt and capital lease obligations
|
46.5
|
|
|
26.8
|
|
||
Total long-term debt and capital lease obligations
|
$
|
2,125.2
|
|
|
$
|
1,190.3
|
|
|
Amount
|
||
Fiscal year ending 2018
|
$
|
46.5
|
|
Fiscal year ending 2019
|
45.0
|
|
|
Fiscal year ending 2020
|
473.1
|
|
|
Fiscal year ending 2021
|
213.8
|
|
|
Fiscal year ending 2022
|
310.0
|
|
|
Thereafter
|
1,100.0
|
|
|
Total debt and capital lease obligations
|
2,188.4
|
|
|
Unamortized deferred financing costs
|
(16.7
|
)
|
|
Total debt and capital lease obligations, net of unamortized deferred financing costs
|
$
|
2,171.7
|
|
|
Amount
|
||
Fiscal year ending 2018
|
$
|
35.0
|
|
Fiscal year ending 2019
|
17.0
|
|
|
Fiscal year ending 2020
|
13.4
|
|
|
Fiscal year ending 2021
|
9.1
|
|
|
Fiscal year ending 2022
|
7.1
|
|
|
Thereafter
|
16.7
|
|
|
|
$
|
98.3
|
|
|
Retail Solutions North America
(1)
|
|
Advertising North America
(1)
|
|
CDK International
|
|
Other
(2) (3)
|
|
Total
|
||||||||||
Year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,600.7
|
|
|
$
|
307.6
|
|
|
$
|
311.9
|
|
|
$
|
—
|
|
|
$
|
2,220.2
|
|
Earnings before income taxes
|
605.5
|
|
|
44.4
|
|
|
75.0
|
|
|
(289.6
|
)
|
|
435.3
|
|
|||||
Assets
|
1,231.1
|
|
|
312.1
|
|
|
538.9
|
|
|
801.0
|
|
|
2,883.1
|
|
|||||
Capital expenditures
|
51.6
|
|
|
—
|
|
|
7.8
|
|
|
3.0
|
|
|
62.4
|
|
|||||
Depreciation and amortization
|
48.2
|
|
|
3.1
|
|
|
11.4
|
|
|
7.6
|
|
|
70.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,521.3
|
|
|
$
|
279.7
|
|
|
$
|
313.6
|
|
|
$
|
—
|
|
|
$
|
2,114.6
|
|
Earnings before income taxes
|
481.3
|
|
|
27.5
|
|
|
61.1
|
|
|
(200.8
|
)
|
|
369.1
|
|
|||||
Assets
|
1,240.9
|
|
|
307.9
|
|
|
539.4
|
|
|
276.8
|
|
|
2,365.0
|
|
|||||
Capital expenditures
|
37.4
|
|
|
—
|
|
|
8.3
|
|
|
5.1
|
|
|
50.8
|
|
|||||
Depreciation and amortization
|
39.3
|
|
|
3.7
|
|
|
12.5
|
|
|
8.5
|
|
|
64.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,501.2
|
|
|
$
|
243.1
|
|
|
$
|
319.2
|
|
|
$
|
—
|
|
|
$
|
2,063.5
|
|
Earnings before income taxes
|
411.4
|
|
|
(0.8
|
)
|
|
47.3
|
|
|
(158.0
|
)
|
|
299.9
|
|
|||||
Assets
|
1,172.6
|
|
|
285.6
|
|
|
595.4
|
|
|
464.9
|
|
|
2,518.5
|
|
|||||
Capital expenditures
|
32.1
|
|
|
—
|
|
|
7.1
|
|
|
4.8
|
|
|
44.0
|
|
|||||
Depreciation and amortization
|
46.0
|
|
|
13.9
|
|
|
15.0
|
|
|
1.6
|
|
|
76.5
|
|
•
|
DMSs and layered applications, which may be installed onsite at the customer’s location, or hosted and provided on a SaaS basis, including ongoing maintenance and support;
|
•
|
Interrelated services such as installation, initial training, and data updates;
|
•
|
Websites, search marketing, and reputation management services; and
|
•
|
Hardware on a service basis, meaning no specific assets are identified or a substantive right of substitution exists.
|
|
Revenues
|
||||||||||
|
Years Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
CDK North America:
|
|
|
|
|
|
||||||
Retail Solutions North America:
|
|
|
|
|
|
||||||
Subscription revenue
|
$
|
1,261.4
|
|
|
$
|
1,191.2
|
|
|
$
|
1,124.7
|
|
Transaction revenue
(1)
|
179.5
|
|
|
179.1
|
|
|
204.3
|
|
|||
Other revenue
|
159.8
|
|
|
151.0
|
|
|
172.2
|
|
|||
Total Retail Solutions North America
|
$
|
1,600.7
|
|
|
$
|
1,521.3
|
|
|
$
|
1,501.2
|
|
Advertising North America revenue
|
307.6
|
|
|
279.7
|
|
|
243.1
|
|
|||
CDK International revenue
|
311.9
|
|
|
313.6
|
|
|
319.2
|
|
|||
Total
|
$
|
2,220.2
|
|
|
$
|
2,114.6
|
|
|
$
|
2,063.5
|
|
|
United States
|
|
Europe
|
|
Canada
|
|
Other
|
|
Total
|
||||||||||
Year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,808.9
|
|
|
221.0
|
|
|
99.2
|
|
|
$
|
91.1
|
|
|
$
|
2,220.2
|
|
||
Property, plant and equipment, net
|
104.5
|
|
|
16.3
|
|
|
3.7
|
|
|
10.5
|
|
|
135.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,706.4
|
|
|
$
|
227.8
|
|
|
$
|
94.5
|
|
|
$
|
85.9
|
|
|
$
|
2,114.6
|
|
Property, plant and equipment, net
|
91.2
|
|
|
15.3
|
|
|
2.1
|
|
|
10.0
|
|
|
118.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,641.1
|
|
|
$
|
226.2
|
|
|
$
|
102.9
|
|
|
$
|
93.3
|
|
|
$
|
2,063.5
|
|
Property, plant and equipment, net
|
72.7
|
|
|
16.2
|
|
|
0.4
|
|
|
10.7
|
|
|
100.0
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Year ended June 30, 2017
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
550.7
|
|
|
$
|
547.8
|
|
|
$
|
556.3
|
|
|
$
|
565.4
|
|
Gross profit
(1)
|
235.6
|
|
|
244.6
|
|
|
248.6
|
|
|
256.5
|
|
||||
Earnings before income taxes
|
111.9
|
|
|
118.9
|
|
|
110.4
|
|
|
94.1
|
|
||||
Net earnings
|
79.2
|
|
|
83.6
|
|
|
78.8
|
|
|
60.9
|
|
||||
Net earnings attributable to noncontrolling interest
|
2.3
|
|
|
0.9
|
|
|
1.5
|
|
|
2.2
|
|
||||
Net earnings attributable to CDK
|
76.9
|
|
|
82.7
|
|
|
77.3
|
|
|
58.7
|
|
||||
Basic earnings attributable to CDK per share
|
$
|
0.51
|
|
|
$
|
0.56
|
|
|
$
|
0.53
|
|
|
$
|
0.41
|
|
Diluted earnings attributable to CDK per share
|
$
|
0.51
|
|
|
$
|
0.55
|
|
|
$
|
0.53
|
|
|
$
|
0.41
|
|
|
|
|
|
|
|
|
|
||||||||
Year ended June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
514.6
|
|
|
$
|
520.1
|
|
|
$
|
537.7
|
|
|
$
|
542.2
|
|
Gross profit
(1)
|
203.8
|
|
|
218.9
|
|
|
221.9
|
|
|
226.6
|
|
||||
Earnings before income taxes
|
95.8
|
|
|
106.8
|
|
|
78.6
|
|
|
87.9
|
|
||||
Net earnings
|
61.2
|
|
|
69.7
|
|
|
55.7
|
|
|
60.2
|
|
||||
Net earnings attributable to noncontrolling interest
|
2.2
|
|
|
1.5
|
|
|
1.9
|
|
|
1.9
|
|
||||
Net earnings attributable to CDK
|
59.0
|
|
|
68.2
|
|
|
53.8
|
|
|
58.3
|
|
||||
Basic earnings attributable to CDK per share
|
$
|
0.37
|
|
|
$
|
0.43
|
|
|
$
|
0.35
|
|
|
$
|
0.38
|
|
Diluted earnings attributable to CDK per share
|
$
|
0.37
|
|
|
$
|
0.43
|
|
|
$
|
0.34
|
|
|
$
|
0.37
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Balance at beginning of period
|
|
Charged (credited) to costs and expenses
|
|
Charged (credited) to other accounts
|
|
Deductions
|
|
Balance at end of period
|
||||||||||
Year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable allowances
|
|
$
|
7.1
|
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
(2.5
|
)
|
(1)
|
$
|
6.3
|
|
Deferred tax valuation allowance
|
|
34.3
|
|
|
1.9
|
|
|
—
|
|
|
(1.1
|
)
|
|
35.1
|
|
|||||
Year ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable allowances
|
|
$
|
6.8
|
|
|
$
|
2.3
|
|
|
$
|
(0.1
|
)
|
|
$
|
(1.9
|
)
|
(1)
|
$
|
7.1
|
|
Deferred tax valuation allowance
|
|
33.4
|
|
|
1.1
|
|
|
(0.2
|
)
|
(2)
|
—
|
|
|
34.3
|
|
|||||
Year ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable allowances
|
|
$
|
12.2
|
|
|
$
|
(2.8
|
)
|
|
$
|
(0.5
|
)
|
(3)
|
$
|
(2.1
|
)
|
(1)
|
$
|
6.8
|
|
Deferred tax valuation allowance
|
|
7.1
|
|
|
29.8
|
|
(4)
|
(0.8
|
)
|
(2)
|
(2.7
|
)
|
|
33.4
|
|
Name
|
|
Age*
|
|
Position(s)
|
Brian P. MacDonald
|
|
51
|
|
President, Chief Executive Officer and Director
|
Joseph A. Tautges
|
|
41
|
|
Executive Vice President
|
Lee J. Brunz
|
|
47
|
|
Executive Vice President, Interim Chief Financial Officer, General Counsel and Secretary
|
Robert N. Karp
|
|
56
|
|
President, CDK North America
|
Neil Packham
|
|
46
|
|
President, CDK International
|
Rajiv K. Amar
|
|
50
|
|
Executive Vice President, Chief Technology Officer
|
Amy W. Byrne
|
|
46
|
|
Executive Vice President, Chief Human Resources Officer
|
Dean Crutchfield
|
|
56
|
|
Executive Vice President, Chief Information Officer
|
Dan Flynn
|
|
47
|
|
Executive Vice President, Business Transformation
|
Ron L. Frey
|
|
51
|
|
Executive Vice President, Global Chief Strategy Officer
|
Scott L. Mathews
|
|
59
|
|
Executive Vice President, North America Sales
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedule
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
3.1
|
|
|
8-K
|
|
1-36486
|
|
3.1
|
|
10/1/2014
|
|
|
|
3.2
|
|
|
8-K
|
|
1-36486
|
|
3.1
|
|
3/9/2017
|
|
|
|
4.1
|
|
|
8-K
|
|
1-36486
|
|
4.1
|
|
10/17/2014
|
|
|
|
4.2
|
|
|
8-K
|
|
1-36486
|
|
4.2
|
|
10/17/2014
|
|
|
|
4.3
|
|
|
8-K
|
|
1-36486
|
|
4.1
|
|
5/15/2017
|
|
|
|
4.4
|
|
|
8-K
|
|
1-36486
|
|
4.2
|
|
5/15/2017
|
|
|
|
10.1
|
|
|
8-K
|
|
1-36486
|
|
10.1
|
|
8/3/2016
|
|
|
|
10.2
|
|
|
8-K
|
|
1-36486
|
|
10.1
|
|
12/12/2016
|
|
|
|
10.3
|
|
|
8-K
|
|
1-36486
|
|
10.2
|
|
12/12/2016
|
|
|
10.4
|
|
|
8-K
|
|
1-36486
|
|
10.3
|
|
12/12/2016
|
|
|
|
10.5
|
|
|
DEF 14A
|
|
1-36486
|
|
Appendix A
|
|
9/22/2015
|
|
|
|
10.6
|
|
|
|
|
|
|
|
|
|
|
X
|
|
10.7
|
|
|
8-K
|
|
1-36486
|
|
10.9
|
|
10/1/2014
|
|
|
|
10.8
|
|
|
8-K
|
|
1-36486
|
|
10.1
|
|
1/26/2015
|
|
|
|
10.9
|
|
|
10-Q
|
|
1-36486
|
|
10.7
|
|
2/3/2016
|
|
|
|
10.10
|
|
|
10-K
|
|
1-36486
|
|
10.20
|
|
8/9/2016
|
|
|
|
10.11
|
|
|
|
|
|
|
|
|
|
|
X
|
|
10.12
|
|
|
10-Q
|
|
1-36486
|
|
10.18
|
|
11/13/2014
|
|
|
|
10.13
|
|
|
10-Q
|
|
1-36486
|
|
10.7
|
|
11/3/2015
|
|
|
|
10.14
|
|
|
10-Q
|
|
1-36486
|
|
10.8
|
|
11/3/2015
|
|
|
|
10.15
|
|
|
10-Q
|
|
1-36486
|
|
10.8
|
|
2/3/2016
|
|
|
|
10.16
|
|
|
10-Q
|
|
1-36486
|
|
10.9
|
|
2/3/2016
|
|
|
|
10.17
|
|
|
10-Q
|
|
1-36486
|
|
10.10
|
|
2/3/2016
|
|
|
|
10.18
|
|
|
10-Q
|
|
1-36486
|
|
10.11
|
|
2/3/2016
|
|
|
|
10.19
|
|
|
10-Q
|
|
1-36486
|
|
10.12
|
|
2/3/2016
|
|
|
|
12.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
21.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.2
|
|
|
|
|
|
|
|
|
|
|
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:
|
August 8, 2017
|
/s/ Lee J. Brunz
Lee J. Brunz
|
|
|
|
|
|
Executive Vice President, Interim Chief Financial Officer
(principal financial and accounting officer)
(Title)
|
Signature
|
|
Title
|
|
Date
|
/s/ Brian P. MacDonald
|
|
President, Chief Executive Officer and Director (principal executive officer)
|
|
August 8, 2017
|
Brian P. MacDonald
|
|
|
|
|
/s/ Lee J. Brunz
|
|
Executive Vice President, Interim Chief Financial Officer (principal financial and accounting officer)
|
|
August 8, 2017
|
Lee J. Brunz
|
|
|
|
|
/s/ Leslie A. Brun
|
|
Director
|
|
August 8, 2017
|
Leslie A. Brun
|
|
|
|
|
/s/ Willie A. Deese
|
|
Director
|
|
August 8, 2017
|
Willie A. Deese
|
|
|
|
|
/s/ Amy J. Hillman
|
|
Director
|
|
August 8, 2017
|
Amy J. Hillman
|
|
|
|
|
/s/ Eileen J. Martinson
|
|
Director
|
|
August 8, 2017
|
Eileen J. Martinson
|
|
|
|
|
/s/ Stephen A. Miles
|
|
Director
|
|
August 8, 2017
|
Stephen A. Miles
|
|
|
|
|
/s/ Robert E. Radway
|
|
Director
|
|
August 8, 2017
|
Robert E. Radway
|
|
|
|
|
/s/ Stephen F. Schuckenbrock
|
|
Director
|
|
August 8, 2017
|
Stephen F. Schuckenbrock
|
|
|
|
|
/s/ Frank S. Sowinski
|
|
Director
|
|
August 8, 2017
|
Frank S. Sowinski
|
|
|
|
|
/s/ Robert M. Tarkoff
|
|
Director
|
|
August 8, 2017
|
Robert M. Tarkoff
|
|
|
|
|
1.
|
Method of Exercise and Form of Payment. Section 7(d)(ii) is amended by adding the words “(up to the maximum rate)” at the end of the clause, such that Section 7(d)(ii) shall hereinafter read as follows:
|
2.
|
Tax Withholding. Section 14(d)(ii) is amended by deleting the words “(but no more than the minimum required statutory withholding liability)” and replacing them with “(up to the maximum statutory withholding amount permitted)” such that Section 14(d)(ii) shall hereinafter read as follows:
|
3.
|
General. This Amendment shall not constitute a waiver, amendment or modification of any provision of the Equity Plan not expressly referred to herein. On and after the date hereof, each reference in the Equity Plan to “the Plan,” “herein,” “hereof,” “hereunder” or words of similar import shall mean and be a reference to the Equity Plan as amended hereby. To the extent that a provision of this Amendment conflicts with or differs from a provision of the Equity Plan, such provision of this Amendment shall prevail and govern for all purposes and in all respects.
|
4.
|
Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.
|
|
Years Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings before income taxes
|
$
|
435.3
|
|
|
$
|
369.1
|
|
|
$
|
299.9
|
|
|
$
|
353.3
|
|
|
$
|
320.7
|
|
Less: (income) loss from equity investees
|
(5.9
|
)
|
|
(4.7
|
)
|
|
(3.1
|
)
|
|
(0.6
|
)
|
|
0.6
|
|
|||||
Add: fixed charges
|
72.4
|
|
|
56.5
|
|
|
43.7
|
|
|
12.3
|
|
|
10.0
|
|
|||||
Earnings before income taxes and fixed charges
|
$
|
501.8
|
|
|
$
|
420.9
|
|
|
$
|
340.5
|
|
|
$
|
365.0
|
|
|
$
|
331.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
57.2
|
|
|
$
|
40.2
|
|
|
$
|
28.8
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
Interest component of rental expense
(1)
|
15.2
|
|
|
16.3
|
|
|
14.9
|
|
|
11.3
|
|
|
9.1
|
|
|||||
Fixed charges
|
$
|
72.4
|
|
|
$
|
56.5
|
|
|
$
|
43.7
|
|
|
$
|
12.3
|
|
|
$
|
10.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
6.93
|
|
|
7.45
|
|
|
7.79
|
|
|
29.67
|
|
|
33.13
|
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation
|
CDK Global, LLC
|
|
Delaware
|
CDK Global (Canada) Holding Co.
|
|
Nova Scotia
|
CDK Global (Canada) Limited
|
|
Canada
|
CDK Global (Luxembourg) 1 S.à.r.l
|
|
Luxembourg
|
CDK Global (Luxembourg) 2 S.à.r.l
|
|
Luxembourg
|
CDK Global (UK) Limited
|
|
United Kingdom
|
CDK Global Group BV
|
|
Netherlands
|
CDK Global Holdings, Inc.
|
|
Delaware
|
CDK Global Holdings II, LLC
|
|
Delaware
|
CDK Global Holdings (UK) Limited
|
|
United Kingdom
|
IP Networked Services, Inc.
|
|
Delaware
|
CDK Data Services, Inc. (f/k/a Digital Motorworks, Inc.)
|
|
Texas
|
CDK Global (UK) LP
|
|
United Kingdom
|
CDK Global International Holdings, Inc.
|
|
Delaware
|
CDK Global UK GP Holdings, LLC
|
|
Delaware
|
CDK Vehicle Registration, Inc.
|
|
California
|
Computerized Vehicle Registration, Inc.
|
|
California
|
1.
|
I have reviewed this Annual Report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 8, 2017
|
/s/ Brian P. MacDonald
|
|
|
Brian P. MacDonald
|
|
|
President, Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 8, 2017
|
/s/ Lee J. Brunz
|
|
|
Lee J. Brunz
|
|
|
Executive Vice President, Interim 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 results of operations of the Company.
|
Date:
|
August 8, 2017
|
/s/ Brian P. MacDonald
|
|
|
Brian P. MacDonald
|
|
|
President, 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 results of operations of the Company.
|
Date:
|
August 8, 2017
|
/s/ Lee J. Brunz
|
|
|
Lee J. Brunz
|
|
|
Executive Vice President, Interim Chief Financial Officer
|