Notes to Consolidated Financial Statements
(Tabular dollars in millions, except per share amounts)
NOTE
1
. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Preparation.
The accompanying Consolidated Financial Statements and footnotes thereto of Automatic Data Processing, Inc.its subsidiaries and variable interest entity (“ADP” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany balances and transactions have been eliminated in consolidation.
In fiscal 2018, the Company created a grantor trust, which now holds the majority of the funds provided by its clients pending remittance to employees of those clients, tax authorities, and other payees. The Company is the sole beneficial owner of the trust. The trust meets the criteria in Accounting Standards Codification ("ASC") 810 “Consolidation” to be characterized as a variable interest entity (“VIE”). The Company has determined that it has a controlling financial interest in the trust because it has both (1) the power to direct the activities that most significantly impact the economic performance of the trust (including the power to make all investment decisions for the trust) and (2) the right to receive benefits that could potentially be significant to the trust (in the form of investment returns) and therefore, consolidates the trust. Further information on these funds and the Company’s obligations to remit to its clients’ employees, tax authorities, and other payees is provided in Note 6, “Corporate Investments and Funds Held for Clients.”
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the assets, liabilities, revenues, expenses, and accumulated other comprehensive (loss)/income that are reported in the Consolidated Financial Statements and footnotes thereto. Actual results may differ from those estimates. The Consolidated Financial Statements and all relevant footnotes have been adjusted for the Procure-to-Pay business that qualified as a discontinued operation.
Certain amounts from the prior year's financial statements have been reclassified in order to conform to the current year's presentation.
B. Description of Business.
The Company is a provider of cloud-based Human Capital Management ("HCM") solutions. The Company classifies its operations into the following two reportable segments: Employer Services and Professional Employer Organization (“PEO”) Services. The primary components of the “Other” segment are non-recurring gains and losses, miscellaneous processing services, the elimination of intercompany transactions, interest expense, the results of operations of ADP Indemnity (a wholly-owned captive insurance company that provides workers’ compensation and employee’s liability deductible reimbursement insurance protection for PEO Services’ worksite employees), and certain charges and expenses that have not been allocated to the reportable segments. Changes to the allocation methodology for certain allocations have been adjusted in both the current period and the prior period and did not materially affect reportable segment results.
C. Revenue Recognition.
Revenues are primarily attributable to fees for providing services (
e.g.,
Employer Services' payroll processing fees), investment income on payroll funds, payroll tax filing funds, other Employer Services' client-related funds, and fees charged to implement clients on the Company's solutions. The Company enters into agreements for a fixed fee per transaction (
e.g.,
number of payees or number of payrolls processed). Fees associated with services are recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured.
PEO provides a comprehensive human resources outsourcing solution, including offering benefits, providing workers’ compensation insurance, and administering state unemployment insurance, among other human resources functions. Amounts collected from PEO worksite employers include payroll, fees for benefits, and an administrative fee that also includes payroll taxes, fees for workers’ compensation and state unemployment taxes.
The payroll and payroll taxes collected from the worksite employers are presented in revenue net, as the Company is not the primary obligor with respect to this aspect of the PEO arrangement. With respect to the payroll and payroll taxes, the worksite employer is the primary obligor, has latitude in establishing price, selects suppliers, and determines the service specifications.
The fees collected from the worksite employers for benefits, workers’ compensation and state unemployment taxes are presented in revenues and the associated costs of benefits, workers’ compensation and state unemployment taxes are included in operating expenses, as the Company acts as a principal with respect to this aspect of the arrangement. With respect to the fees for benefits, workers’ compensation and state unemployment taxes, the Company is the primary obligor, has latitude in establishing price, selects suppliers, determines the service specifications and is liable for credit risk.
Interest income on collected but not yet remitted funds held for clients is recognized in revenues as earned, as the collection, holding and remittance of these funds are critical components of providing these services.
Client implementation fees are charged to set clients up on the Company's platform and are deferred until the client has gone live on the Company's solutions and services have begun. These fees are amortized to revenue over the longer of the contractual term or the expected client life, including estimated renewals of client contracts. Additionally, certain implementation costs are deferred until the client has gone live on the Company's solution and services have begun and are then amortized over the longer of the contractual term or the expected client life, including estimated renewals of client contracts.
The Company assesses the collectability of revenues based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer's payment history.
D. Cash and Cash Equivalents.
Highly liquid investment securities with a maturity of ninety days or less at the time of purchase are considered cash equivalents. The fair value of our cash and cash equivalents approximates carrying value.
E. Corporate Investments and Funds Held for Clients.
All of the Company's marketable securities are considered to be “available-for-sale” and, accordingly, are carried on the Consolidated Balance Sheets at fair value. Unrealized gains and losses, net of the related tax effect, are excluded from earnings and are reported as a separate component of accumulated other comprehensive income (loss) on the Consolidated Balance Sheets until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis and are included in other expense/(income), net on the Statements of Consolidated Earnings.
If the fair value of an available-for-sale debt security is below its amortized cost, the Company assesses whether it intends to sell the security or if it is more likely than not the Company will be required to sell the security before recovery. If either of those two conditions is met, the Company would recognize a charge in earnings equal to the entire difference between the security's amortized cost basis and its fair value. If the Company does not intend to sell a security or it is not more likely than not that it will be required to sell the security before recovery, the unrealized loss is separated into an amount representing the credit loss, which is recognized in earnings, and the amount related to all other factors, which is recognized in accumulated other comprehensive income (loss).
Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective-interest method. Dividend and interest income are recognized when earned.
F. Fair Value Measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date and is based upon the Company’s principal, or most advantageous, market for a specific asset or liability.
U.S. GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:
Level 1 Fair value is determined based upon quoted prices for identical assets or liabilities that are traded in active markets.
Level 2 Fair value is determined based upon inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:
· quoted prices for similar assets or liabilities in active markets;
· quoted prices for identical or similar assets or liabilities in markets that are not active;
· inputs other than quoted prices that are observable for the asset or liability; or
· inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 Fair value is determined based upon inputs that are unobservable and reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based upon the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).
The Company's corporate investments and funds held for clients (see Note 6) and its long term debt are measured at fair value on a recurring basis as described below. Over
99%
of the Company's available-for-sale securities included in Level 2 are valued based on prices obtained from an independent pricing service. To determine the fair value of the Company's Level 2 investments, the independent pricing service uses various pricing models for each asset class that are consistent with what other
market participants would use, including the market approach. Inputs and assumptions to the pricing model of the independent pricing service are derived from market observable sources including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers and other market-related data. Since many fixed income securities do not trade on a daily basis, the independent pricing service applies available information, as applicable, through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing to prepare valuations. For the purposes of valuing the Company’s asset-backed securities, as well as the mortgage-backed securities that are included within Other securities in Note 6, the independent pricing service includes additional inputs to the model such as monthly payment information, new issue data, and collateral performance. For the purposes of valuing the Company’s Municipal bonds, the independent pricing service includes Municipal Market Data benchmark yield curves as additional inputs to the model. While the Company is not provided access to the proprietary models of the third party pricing service, each quarterly reporting period, the Company reviews the inputs utilized by the independent pricing service and compares the valuations received from the independent pricing service to valuations from at least one other observable source for reasonableness. The Company has not adjusted the prices obtained from the independent pricing service and the Company believes the prices received from the independent pricing service are representative of the prices that would be received to sell the assets at the measurement date (exit price). The Company has no available-for-sale securities included in Level 1 and Level 3.
In fiscal
2016
, the Company issued fixed-rate notes with
5
-year and
10
-year maturities for an aggregate principal amount of
$2.0 billion
(collectively the "Notes"). The Notes are valued utilizing a variety of inputs obtained from an independent pricing service, including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data. The Company reviews the values generated by the independent pricing service for reasonableness by comparing the valuations received from the independent pricing service to valuations from at least one other observable source. The Company has not adjusted the prices obtained from the independent pricing service.
The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy. In certain instances, the inputs used to measure fair value may meet the definition of more than one level of the fair value hierarchy. The significant input with the lowest level priority is used to determine the applicable level in the fair value hierarchy.
G. Property, Plant and Equipment.
Property, plant and equipment is stated at cost less accumulated depreciation on the Consolidated Balance Sheets. Depreciation is recognized over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. The estimated useful lives of assets are primarily as follows:
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Data processing equipment
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2 to 5 years
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Buildings
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20 to 40 years
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Furniture and fixtures
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4 to 7 years
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The Company has obligations under various facilities and equipment leases. The Company assesses whether these arrangements meet the criteria for capital leases by determining whether the agreement transfers ownership of the asset, whether the lease includes a bargain purchase option, whether the lease term is for greater than
75%
of the asset's useful life, or whether the minimum lease payments exceed
90%
of the leased equipment's fair market value. All of the Company's leases are classified as operating leases. Total expense under these operating lease agreements was approximately
$234.9 million
,
$234.5 million
, and
$201.7 million
in fiscal
2018
,
2017
, and
2016
, respectively.
H. Goodwill.
Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is tested annually for impairment or more frequently when an event or circumstance indicates that goodwill might be impaired.
The Company’s annual goodwill impairment assessment as of June 30, 2018 was performed for all reporting units using a quantitative approach by comparing the fair value of each reporting unit to its carrying value. We estimated the fair value of each reporting unit using, as appropriate, the income approach, which is derived using the present value of future cash flows discounted at a risk-adjusted weighted-average cost of capital, and the market approach, which is based upon using market multiples of companies in similar lines of business. Significant assumptions used in determining the fair value of our reporting units include projected revenue growth rates, profitability projections, working capital assumptions, the weighted average cost of capital, the determination of appropriate market comparison companies, and terminal growth rates. Several of these assumptions including projected revenue growth rates and profitability projections are dependent on our ability to upgrade, enhance, and expand our technology and services to meet client needs and preferences. As such, the determination of fair value
requires management to make significant estimates and assumptions related to forecasts of future revenue and operating margins. Based upon the quantitative assessment, the Company has concluded that goodwill is not impaired.
I. Impairment of Long-Lived Assets.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset.
J. Foreign Currency.
The net assets of the Company's foreign subsidiaries are translated into U.S. dollars based on exchange rates in effect for each period, and revenues and expenses are translated at average exchange rates in the periods. Gains or losses from balance sheet translation are included in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. Currency transaction gains or losses, which are included in the results of operations, are not significant for all periods presented.
K. Foreign Currency Risk Management Programs and Derivative Financial Instruments.
The Company transacts business in various foreign jurisdictions and is therefore exposed to market risk from changes in foreign currency exchange rates that could impact its consolidated results of operations, financial position, or cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company does not use derivative financial instruments for trading purposes.
L. Earnings per Share (“EPS”).
The Company computes EPS in accordance with ASC 260.
The calculations of basic and diluted EPS are as follows:
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Years ended June 30,
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Basic
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Effect of Employee Stock Option Shares
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Effect of
Employee
Restricted
Stock
Shares
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Diluted
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2018
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Net earnings from continuing operations
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$
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1,620.8
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$
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1,620.8
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Weighted average shares (in millions)
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440.6
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1.1
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1.6
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443.3
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EPS from continuing operations
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$
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3.68
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$
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3.66
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2017
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Net earnings from continuing operations
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$
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1,733.4
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$
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1,733.4
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Weighted average shares (in millions)
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447.8
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0.9
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1.6
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450.3
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EPS from continuing operations
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$
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3.87
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$
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3.85
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2016
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Net earnings from continuing operations
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$
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1,493.4
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$
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1,493.4
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Weighted average shares (in millions)
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457.0
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0.8
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1.3
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459.1
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EPS from continuing operations
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$
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3.27
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$
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3.25
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Options to purchase
0.9 million
,
1.0 million
, and
1.8 million
shares of common stock for fiscal
2018
,
2017
, and
2016
, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
M. Stock-Based Compensation.
The Company recognizes stock-based compensation expense in net earnings based on the fair value of the award on the date of the grant, and in the case of international units settled in cash, adjusts this fair value based on changes in the Company's stock price during the vesting period. The Company determines the fair value of stock options issued using a binomial option-pricing model. The binomial option-pricing model considers a range of assumptions related to volatility, dividend yield, risk-free interest rate, and employee exercise behavior. Expected volatilities utilized in the binomial option-pricing model are based on a combination of implied market volatilities, historical volatility of the Company's stock price, and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-
free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial option-pricing model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of a stock option grant is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding. Restricted stock units and restricted stock awards are valued based on the closing price of the Company's common stock on the date of the grant and, in the case of performance based restricted stock units and restricted stock, are adjusted for changes to probabilities of achieving performance targets. International restricted stock units are settled in cash and are marked-to-market based on changes in the Company's stock price. See Note
11
for additional information on the Company's stock-based compensation programs.
N. Internal Use Software.
Expenditures for major software purchases and software developed or obtained for internal use are capitalized and amortized over a
three
to
five
-year period on a straight-line basis. The Company begins to capitalize costs incurred for computer software developed for internal use when the preliminary development efforts are successfully completed, management has authorized and committed to funding the project, and it is probable that the project will be completed and the software will be used as intended. Capitalization ceases when a computer software project is substantially complete and ready for its intended use.
The Company's policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance, and all other post-implementation stage activities are expensed as incurred. The Company also expenses internal costs related to minor upgrades and enhancements, as it is impractical to separate these costs from normal maintenance activities.
O. Acquisitions.
Assets acquired and liabilities assumed in business combinations are recorded on the Company’s Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company are included in the Statements of Consolidated Earnings since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed is allocated to goodwill. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions and subject to revision when the Company receives final information, including appraisals and other analysis. Accordingly, the measurement period for such purchase price allocations will end when the information, or the facts and circumstances, becomes available, but will not exceed twelve months.
P. Income Taxes.
The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity's financial statements or tax returns. The Company is subject to the continuous examination of our income tax returns by the Internal Revenue Service (“IRS”) and other tax authorities.
There is a financial statement recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return. Specifically, the likelihood of an entity's tax benefits being sustained must be “more likely than not,” assuming that these positions will be examined by taxing authorities with full knowledge of all relevant information prior to recording the related tax benefit in the financial statements. If a tax position drops below the “more likely than not” standard, the benefit can no longer be recognized. Assumptions, judgment, and the use of estimates are required in determining if the “more likely than not” standard has been met when developing the provision for income taxes. As of
June 30, 2018
and
2017
, the Company's liabilities for unrecognized tax benefits, which include interest and penalties, were
$45.2 million
and
$74.6 million
, respectively.
If certain pending tax matters settle within the next twelve months, the total amount of unrecognized tax benefits may increase or decrease for all open tax years and jurisdictions. Based on current estimates, favorable settlements related to various jurisdictions and tax periods could increase earnings by up to
$2 million
and expected cash payments could be up to
$25 million
in the next twelve months. The liability related to cash payments expected to be paid within the next 12 months has been reclassified from other liabilities to current liabilities on the Consolidated Balance Sheets. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability, and deferred taxes in the period in which the facts that give rise to a revision become known.
Q. Workers' Compensation Costs.
The Company employs a third-party actuary to assist in determining the estimated claim liability related to workers' compensation and employer's liability coverage for PEO Services worksite employees. In estimating ultimate loss rates, we utilize historical loss experience, exposure data, and actuarial judgment, together with a range
of inputs which are primarily based upon the worksite employee's job responsibilities, their location, the historical frequency and severity of workers' compensation claims, and an estimate of future cost trends. For each reporting period, changes in the actuarial assumptions resulting from changes in actual claims experience and other trends are incorporated into our workers' compensation claims cost estimates. PEO Services has secured a workers’ compensation and employer’s liability insurance policy that has a
$1 million
per occurrence retention and, in fiscal years 2012 and prior, aggregate stop loss insurance that covers any aggregate losses within the
$1 million
retention that collectively exceed a certain level, from an admitted and licensed insurance company of AIG. For the fiscal years 2013 to 2017, as well as in July 2017 for the year ended June 30, 2018 ("fiscal 2018") policy year, ADP Indemnity paid premiums to enter into reinsurance arrangements with ACE American Insurance Company, a wholly-owned subsidiary of Chubb Limited ("Chubb"), to cover substantially all losses incurred by ADP Indemnity during these policy years. Each of these reinsurance arrangements limit our overall exposure incurred up to a certain limit. The Company believes the likelihood of ultimate losses exceeding this limit is remote. ADP Indemnity paid a premium of
$218.0 million
in July 2018 to enter into a reinsurance arrangement to cover substantially all losses for the fiscal 2019 policy year on terms substantially similar to the fiscal 2018 policy.
R. Recently Issued Accounting Pronouncements.
Recently Adopted Accounting Pronouncements
In March 2018, the Company adopted ASU 2018-02, "Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." ASU 2018-02 allows companies to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act (the “Act”) from accumulated other comprehensive (loss)/income to retained earnings. The June 30, 2018 Consolidated Balance Sheets reflect the reclassification out of accumulated other comprehensive income and into retained earnings of
$42.3 million
. The Company's policy for releasing disproportionate income tax effects from AOCI utilizes the aggregate approach. Refer to Note 14 for additional detail regarding the components of the reclassification. The adoption of ASU 2018-02 did not have an impact on the Company's consolidated results of operations or cash flows.
Effective July 1, 2017, the Company adopted Accounting Standards Update ("ASU") 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash." ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. The Company retrospectively adopted the new standard, and as a result included restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the Statements of Consolidated Cash Flows. Accordingly, the statement of cash flows has been revised to include restricted cash and restricted cash equivalents associated with funds held to satisfy client obligations, as a component of cash, cash equivalents, restricted cash and restricted cash equivalents. As a result of this adoption, the Company adjusted the
Statements of Consolidated Cash Flows from previously reported amounts as follows:
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Year Ended
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June 30, 2017
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As previously reported
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Adjustments
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As adjusted
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Cash Flows from Investing Activities:
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Net decrease / (increase) in restricted cash and cash equivalents held to satisfy client funds obligations
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$
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6,843.6
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$
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(6,843.6
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)
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$
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—
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Net cash flows provided by/ (used in) investing activities
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5,730.4
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(6,843.6
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)
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(1,113.2
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)
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Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents
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14.7
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(22.7
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)
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(8.0
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)
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Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents
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(410.7
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)
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(6,866.3
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)
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(7,277.0
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)
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Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year
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$
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2,780.4
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$
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5,401.2
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$
|
8,181.6
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Year Ended
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June 30, 2016
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As previously reported
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Adjustments
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As adjusted
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Cash Flows from Investing Activities:
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Net (increase) / decrease in restricted cash and cash equivalents held to satisfy client funds obligations
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$
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(8,218.2
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)
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$
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8,218.2
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$
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—
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Net cash flows (used in)/ provided by investing activities
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(9,087.2
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)
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8,218.2
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(869.0
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)
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Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents
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(11.0
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)
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2.3
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(8.7
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)
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Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents
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1,551.8
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|
8,220.5
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|
9,772.3
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Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year
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$
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3,191.1
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$
|
12,267.5
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$
|
15,458.6
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Effective July 1, 2017, the Company adopted ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairments.” ASU 2017-04 establishes a one-step process for testing goodwill for a decrease in value, requiring a goodwill impairment loss to be measured as the excess of the reporting unit’s carrying amount over its fair value. The guidance eliminates the second step of the current two-step process that requires the impairment to be measured as the difference between the implied value of a reporting unit’s goodwill with the goodwill’s carrying amount. The adoption of ASU 2017-04 did not have an impact on the Company’s consolidated results of operations, financial condition, or cash flows.
In July 2017, the Company adopted ASU 2017-01, "Business Combinations (Topic 805) - Clarifying the Definition of a Business." ASU 2017-01 clarifies the definition of a business in order to allow for the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The adoption of ASU 2017-01 did not have a material impact on the Company's consolidated results of operations, financial condition, or cash flows.
Recently Issued Accounting Pronouncements
The following table summarizes recent ASU's issued by the Financial Accounting Standards Board ("FASB") that could have a material impact on the Company's consolidated results of operations, financial condition, or cash flows.
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Standard
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Description
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Effective Date
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Effect on Financial Statements or Other Significant Matters
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ASU 2017-07
Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost
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This standard requires reporting the service cost component in the same line item or items as other compensation costs arising during the period in the Statements of Consolidated Earnings. The other components of net periodic pension cost are required to be presented in the Statements of Consolidated Earnings separately from the service cost component. Such changes are to be applied retrospectively from the date of adoption. The ASU also allows only the service cost component to be eligible for capitalization, when applicable, prospectively from the date of adoption.
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For fiscal years beginning after December 15, 2017. Early adoption is permitted.
|
The Company will adopt ASU 2017-07 beginning on July 1, 2018. This ASU will be applied retrospectively and will require the reclassification of the non-service cost components of the net periodic benefit cost from within the respective line items of our Statements of Consolidated Earnings to Other expense/(income), net. Also, the requirement set forth under this ASU only allows the service cost component of net periodic benefit cost to be capitalized. Refer to the table below for a summary of the reclassification required, as a result of this change, on the Company's consolidated results of operations for the years ended June 30, 2018 and 2017. The adoption of the new accounting rules only impacts the classification of expenses on the Statements of Consolidated Earnings with no impact to consolidated income, the Company’s statements of financial condition, or cash flows.
|
ASU 2016-02
Leases (Topic 842)
|
This update amends the existing accounting standards for lease accounting, and requires lessees to recognize most lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. This ASU requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application.
|
For fiscal years beginning after December 15, 2018. Early adoption is permitted.
|
The Company will adopt ASU 2016-02 beginning on July 1, 2019. The Company has not yet determined the impact of this ASU on its consolidated results of operations, financial condition, or cash flows.
|
|
|
|
|
|
Standard
|
Description
|
Effective Date
|
Effect on Financial Statements or Other Significant Matters
|
ASU 2014-09
Revenue from Contracts with Customers (Topic 606)
|
This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance, and has since issued additional amendments to ASU 2014-09. These new standards require an entity to recognize revenue depicting the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standards will also result in enhanced revenue related disclosures. Entities have the option to apply the new guidance under a retrospective approach to each prior reporting period presented or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the Statements of Consolidated Financial Position.
|
For fiscal years beginning after December 15, 2017. Early adoption is permitted.
|
The Company has been assessing the impact of the new revenue recognition standard on its relationships with its clients. In fiscal 2017, the Company determined it will not early adopt the standard, and instead will adopt the new standard in its fiscal year beginning on July 1, 2018 and will apply the guidance under the full retrospective approach. The Company is complete with its comprehensive diagnostic of the measurement and recognition provisions of the new standard. The provisions of the new standard will primarily impact the manner in which the Company treats certain costs to fulfill contracts (i.e., implementation costs) and costs to acquire new contracts (i.e., selling costs). The provisions of the new standard will require the Company to capitalize and amortize additional implementation costs than those capitalized and amortized under current U.S. GAAP. Further, under current U.S. GAAP, the Company immediately expenses all selling expenses. The provisions of the new standard will require that the Company capitalize incremental selling expenses such as commissions and bonuses paid to the sales force for obtaining contracts with new clients and/or selling additional business to current clients. These capitalized expenses will be amortized over the expected client life and will result in a significant increase to our total assets of approximately $1.7 billion. While the Company grows, the impact of deferring and amortizing additional costs creates higher overall pre-tax income, net earnings, and earnings per share, when compared to current U.S. GAAP. The provisions of the new standard will not materially impact the timing or amount of revenue the Company recognizes.
The Company is substantially complete in determining the impacts of all the disclosure requirements. The Company expects to disaggregate its revenue by its three strategic pillars (U.S. Integrated HCM Solutions, U.S. HRBPO Solutions and Global Solutions) with separate disaggregation for PEO pass-through revenues and Client Fund Interest revenues. Additionally, while the Company is in the process of assessing its accounting and forecasting processes to ensure its ability to record, report, forecast, and analyze results under the new standard, it is not expecting significant changes to its business processes or systems.
As a result of this change, within the tables below, the Company preliminarily estimates the following impact to its consolidated results of operations for the years ended June 30, 2018 and 2017:
|
Estimated impact of adoption of ASU 2014-09 and ASU 2017-07 on the Statements of Consolidated Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
June 30, 2018
|
|
As reported
|
|
Adjustments
ASC 606
|
|
Adjustments
ASU 2017-07
|
|
As adjusted
|
Revenues, other than interest on funds held for clients and PEO revenues
|
$
|
8,985.2
|
|
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
|
$
|
8,983.4
|
|
Interest on funds held for clients
|
$
|
466.5
|
|
|
|
|
|
|
$
|
466.5
|
|
PEO revenues
|
3,874.1
|
|
|
3.5
|
|
|
—
|
|
|
3,877.6
|
|
TOTAL REVENUES
|
13,325.8
|
|
|
1.7
|
|
|
—
|
|
|
13,327.5
|
|
Operating expenses
|
6,937.9
|
|
|
(74.0
|
)
|
|
37.2
|
|
|
6,901.1
|
|
Systems development and programming costs
|
630.2
|
|
|
—
|
|
|
7.6
|
|
|
637.8
|
|
Selling, general, and administrative expenses
|
2,971.5
|
|
|
(35.8
|
)
|
|
21.2
|
|
|
2,956.9
|
|
Total Expenses
|
10,916.8
|
|
|
(109.8
|
)
|
|
66.0
|
|
|
10,873.0
|
|
Other expense/(income), net
|
237.9
|
|
|
|
|
(66.0
|
)
|
|
171.9
|
|
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
2,171.1
|
|
|
111.5
|
|
|
—
|
|
|
2,282.6
|
|
Provision for income taxes
|
550.3
|
|
|
(165.6
|
)
|
*
|
—
|
|
|
384.7
|
|
NET EARNINGS FROM CONTINUING OPERATIONS
|
$
|
1,620.8
|
|
|
$
|
277.1
|
|
|
$
|
—
|
|
|
$
|
1,897.9
|
|
*Includes the impact of the remeasurement, as required by the Act, of deferred tax liabilities associated with the capitalized selling and implementation expenses created as a result of the adoption of ASC 606.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
June 30, 2017
|
|
As reported
|
|
Adjustments
ASC 606
|
|
Adjustments
ASU 2017-07
|
|
As adjusted
|
Revenues, other than interest on funds held for clients and PEO revenues
|
$
|
8,518.1
|
|
|
$
|
(8.0
|
)
|
|
$
|
—
|
|
|
$
|
8,510.1
|
|
Interest on funds held for clients
|
$
|
397.4
|
|
|
|
|
|
|
$
|
397.4
|
|
PEO revenues
|
3,464.3
|
|
|
0.3
|
|
|
—
|
|
|
3,464.6
|
|
TOTAL REVENUES
|
12,379.8
|
|
|
(7.7
|
)
|
|
—
|
|
|
12,372.1
|
|
Operating expenses
|
6,416.1
|
|
|
(63.5
|
)
|
|
33.8
|
|
|
6,386.4
|
|
Systems development and programming costs
|
627.5
|
|
|
—
|
|
|
6.6
|
|
|
634.1
|
|
Selling, general, and administrative expenses
|
2,783.2
|
|
|
(30.0
|
)
|
|
18.7
|
|
|
2,771.9
|
|
Total Expenses
|
10,133.0
|
|
|
(93.5
|
)
|
|
59.1
|
|
|
10,098.6
|
|
Other expense/(income), net
|
(284.3
|
)
|
|
—
|
|
|
(59.1
|
)
|
|
(343.4
|
)
|
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
2,531.1
|
|
|
85.8
|
|
|
—
|
|
|
2,616.9
|
|
Provision for income taxes
|
797.7
|
|
|
31.4
|
|
|
—
|
|
|
829.1
|
|
NET EARNINGS FROM CONTINUING OPERATIONS
|
$
|
1,733.4
|
|
|
$
|
54.4
|
|
|
$
|
—
|
|
|
$
|
1,787.8
|
|
NOTE 2. ACQUISITIONS
In
October 2017
, the Company acquired
100%
of the outstanding shares of Global Cash Card, Inc. ("GCC"), a leader in digital payments, including paycards and other electronic accounts, for approximately
$490 million
in cash, net of cash acquired. The acquisition of GCC makes ADP the only human capital management provider with a proprietary digital payments processing platform. The results of GCC are reported within the Company’s Employer Services segment. Pro forma information has not been presented because the effect of the acquisition is not material to the Company's consolidated financial results.
The preliminary purchase price allocation for GCC is as follows:
|
|
|
|
|
Goodwill
|
$
|
406.1
|
|
Identifiable intangible assets
|
132.5
|
|
Other assets
|
0.8
|
|
Total assets acquired
|
$
|
539.4
|
|
|
|
Total liabilities assumed
|
$
|
48.4
|
|
The Company determined the purchase price allocations for this acquisition based on estimates of the fair value of tangible and intangible assets acquired and liabilities assumed, utilizing recognized valuation techniques, including the income and market approaches. The goodwill recorded as a result of the GCC transaction represents future economic benefits we expect to achieve as a result of the acquisition and expected cost synergies. None of the goodwill resulting from the acquisition is tax deductible. Intangible assets for GCC, which totaled $
132.5 million
, included technology and software, and customer contracts and lists which are being amortized over a weighted average life of approximately
8 years
.
In
January 2018
, the Company acquired
100%
of the outstanding shares of WorkMarket, Inc. ("WorkMarket"), a leading provider of cloud-based freelance management solutions, for approximately
$125 million
in cash. The results of WorkMarket are reported within the Company’s Employer Services segment.
The Company acquired
two
businesses during fiscal
2017
for total upfront cash consideration of approximately
$90 million
and with remaining value of contingent consideration of up to
$12 million
, which is payable over the next
two years
, subject to the achievement of specified financial metrics and/or other conditions. The Company determined the fair value of the contingent consideration on the acquisition date using various estimates that are not observable in the market and represent a Level 3 measurement within the fair value hierarchy.
The acquisitions, individually or in aggregate, were not material to the Company's results of operations, financial position, or cash flows and, therefore, the pro forma impact of these acquisitions is not presented. The results of the acquisitions are reported within the Company’s Employer Services segment.
The preliminary allocation of the purchase price is based upon estimates and assumptions that are subject to change within the purchase price allocation period, which is generally one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to the measurement of certain assets and liabilities, certain tax matters, and residual goodwill. Accordingly, the measurement period for such purchase price allocations will end when the information becomes available but will not exceed twelve months from the date of acquisition.
NOTE
3
. DIVESTITURES
On
November 28, 2016
, the Company completed the sale of its Consumer Health Spending Account ("CHSA") and Consolidated Omnibus Reconciliation Act ("COBRA") businesses for a pre-tax gain of
$205.4 million
, and recorded such gain within Other expense/(income), net on the Statements of Consolidated Earnings. The historical results of operations of these businesses are included in the Employer Services segment.
On
September 1, 2015
, the Company completed the sale of its AdvancedMD ("AMD") business for a pre-tax gain of
$29.1 million
, less costs to sell, and recorded such gain within Other expense/(income), net on the Statements of Consolidated Earnings. The historical results of operations of this business are included in the Other segment.
The Company determined that the CHSA, COBRA and AMD divestitures did not meet the criteria for reporting discontinued operations under ASU 2014-08 as the disposition of these businesses does not represent a strategic shift that has a major effect on the Company's operations or financial results.
NOTE 4. SERVICE ALIGNMENT INITIATIVE
On July 28, 2016, the Company announced a Service Alignment Initiative that simplified the Company's service organization by aligning the Company's service operations to its strategic platforms and locations. In fiscal 2016, the Company entered into leases in Norfolk, Virginia and Maitland, Florida, and in fiscal 2017, the Company entered into a lease in Tempe, Arizona as part of this effort. The Company began incurring charges during the first quarter of fiscal 2017. The charges primarily relate to employee separation benefits recognized under Accounting Standards Codification ("ASC") 712, and also include charges for the relocation of certain current Company employees, lease termination costs, and accelerated depreciation of fixed assets. The Company expects to recognize pre-tax restructuring charges of about
$10 million
in fiscal 2019, consisting primarily of cash expenditures for employee separation benefits.
The table below summarizes the composition of the Company's Service Alignment Initiative charges for fiscal year 2018 and 2017, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Cumulative amount from inception through
|
|
|
June 30,
|
|
June 30,
|
|
|
2018
|
|
2017
|
|
2018
|
Employee separation benefits (a)
|
|
$
|
15.4
|
|
|
$
|
84.1
|
|
|
$
|
99.5
|
|
Other initiative costs (b)
|
|
5.1
|
|
|
5.9
|
|
|
11.0
|
|
Total (c)
|
|
$
|
20.5
|
|
|
$
|
90.0
|
|
|
$
|
110.5
|
|
(a) Charges are recorded in selling, general and administrative expenses on the Statements of Consolidated Earnings.
(b) Other initiative costs include costs to relocate certain current Company employees to new locations, lease termination charges (both included within selling, general and administrative expenses on the Statements of Consolidated Earnings), and accelerated depreciation on fixed assets (included within depreciation and amortization on the Statements of Consolidated Earnings).
(c) All charges are included within the Other segment.
Activity for the Service Alignment Initiative liability for fiscal
2018
and fiscal 2017 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
separation benefits
|
|
Other initiative costs
|
|
Total
|
Balance at June 30, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charged to expense
|
|
85.6
|
|
|
5.9
|
|
|
91.5
|
|
Reversals
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
Cash payments
|
|
(10.2
|
)
|
|
(3.4
|
)
|
|
(13.6
|
)
|
Non-cash utilization
|
|
—
|
|
|
(2.0
|
)
|
|
(2.0
|
)
|
Balance at June 30, 2017
|
|
$
|
73.9
|
|
|
$
|
0.5
|
|
|
$
|
74.4
|
|
Charged to expense
|
|
38.8
|
|
|
5.1
|
|
|
43.9
|
|
Reversals
|
|
(23.4
|
)
|
|
—
|
|
|
(23.4
|
)
|
Cash payments
|
|
(35.3
|
)
|
|
(4.4
|
)
|
|
(39.7
|
)
|
Non-cash utilization
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
Balance at June 30, 2018
|
|
$
|
54.0
|
|
|
$
|
0.5
|
|
|
$
|
54.5
|
|
NOTE
5
. OTHER EXPENSE/(INCOME), NET
Other expense/(income), net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
Interest income on corporate funds
|
|
$
|
(83.5
|
)
|
|
$
|
(76.7
|
)
|
|
$
|
(62.4
|
)
|
Realized gains on available-for-sale securities
|
|
(2.0
|
)
|
|
(5.3
|
)
|
|
(5.1
|
)
|
Realized losses on available-for-sale securities
|
|
4.5
|
|
|
3.1
|
|
|
10.1
|
|
Gain on sale of businesses (see Note 3)
|
|
—
|
|
|
(205.4
|
)
|
|
(29.1
|
)
|
Gains on sale of assets
|
|
(0.7
|
)
|
|
—
|
|
|
(13.9
|
)
|
Voluntary Early Retirement Program (see Note 11)
|
|
319.6
|
|
|
—
|
|
|
—
|
|
Other expense/(income), net
|
|
$
|
237.9
|
|
|
$
|
(284.3
|
)
|
|
$
|
(100.4
|
)
|
NOTE
6
. CORPORATE INVESTMENTS AND FUNDS HELD FOR CLIENTS
Corporate investments and funds held for clients at
June 30, 2018
and
2017
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (A)
|
Type of issue:
|
|
|
|
|
|
|
|
Money market securities, cash and other cash equivalents
|
$
|
6,542.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,542.1
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
9,819.4
|
|
|
20.3
|
|
|
(160.9
|
)
|
|
9,678.8
|
|
Asset-backed securities
|
4,555.5
|
|
|
0.3
|
|
|
(64.1
|
)
|
|
4,491.7
|
|
U.S. government agency securities
|
2,787.0
|
|
|
4.0
|
|
|
(47.7
|
)
|
|
2,743.3
|
|
U.S. Treasury securities
|
2,678.9
|
|
|
0.4
|
|
|
(76.9
|
)
|
|
2,602.4
|
|
Canadian government obligations and
Canadian government agency obligations
|
1,109.0
|
|
|
0.4
|
|
|
(20.6
|
)
|
|
1,088.8
|
|
Canadian provincial bonds
|
724.5
|
|
|
5.1
|
|
|
(7.4
|
)
|
|
722.2
|
|
Municipal bonds
|
584.6
|
|
|
3.2
|
|
|
(4.3
|
)
|
|
583.5
|
|
Other securities
|
873.0
|
|
|
3.0
|
|
|
(10.5
|
)
|
|
865.5
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities
|
23,131.9
|
|
|
36.7
|
|
|
(392.4
|
)
|
|
22,776.2
|
|
|
|
|
|
|
|
|
|
Total corporate investments and funds held for clients
|
$
|
29,674.0
|
|
|
$
|
36.7
|
|
|
$
|
(392.4
|
)
|
|
$
|
29,318.3
|
|
(A) Included within available-for-sale securities are corporate investments with fair values of
$10.5 million
and funds held for clients with fair values of
$22,765.7 million
. All available-for-sale securities are included in Level 2 of the fair value hierarchy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value (B)
|
Type of issue:
|
|
|
|
|
|
|
|
|
|
|
|
Money market securities, cash and other cash equivalents
|
$
|
8,181.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,181.6
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
9,325.3
|
|
|
98.8
|
|
|
(22.0
|
)
|
|
9,402.1
|
|
Asset-backed securities
|
4,453.1
|
|
|
16.9
|
|
|
(8.6
|
)
|
|
4,461.4
|
|
U.S. government agency securities
|
3,557.7
|
|
|
22.2
|
|
|
(13.4
|
)
|
|
3,566.5
|
|
U.S. Treasury securities
|
1,585.9
|
|
|
2.6
|
|
|
(14.3
|
)
|
|
1,574.2
|
|
Canadian government obligations and
Canadian government agency obligations
|
1,053.6
|
|
|
2.9
|
|
|
(11.4
|
)
|
|
1,045.1
|
|
Canadian provincial bonds
|
746.9
|
|
|
14.3
|
|
|
(1.4
|
)
|
|
759.8
|
|
Municipal bonds
|
582.5
|
|
|
11.3
|
|
|
(1.3
|
)
|
|
592.5
|
|
Other securities
|
493.6
|
|
|
7.3
|
|
|
(1.4
|
)
|
|
499.5
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities
|
21,798.6
|
|
|
176.3
|
|
|
(73.8
|
)
|
|
21,901.1
|
|
|
|
|
|
|
|
|
|
Total corporate investments and funds held for clients
|
$
|
29,980.2
|
|
|
$
|
176.3
|
|
|
$
|
(73.8
|
)
|
|
$
|
30,082.7
|
|
(B) Included within available-for-sale securities are corporate investments with fair values of
$10.8 million
and funds held for clients with fair values of
$21,890.3 million
. All available-for-sale securities were included in Level 2 of the fair value hierarchy.
For a description of the fair value hierarchy and the Company's fair value methodologies, including the use of an independent third-party pricing service, see Note 1 "Summary of Significant Accounting Policies." The Company did not transfer any assets between Levels during fiscal
2018
or
2017
. In addition, the Company concurred with and did not adjust the prices obtained from the independent pricing service. The Company has no available-for-sale securities included in Level 1 or Level 3 as of
June 30, 2018
.
The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of
June 30, 2018
, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
Securities in unrealized loss position less than
12 months
|
|
Securities in unrealized loss position greater than 12 months
|
|
Total
|
|
Gross Unrealized
Losses
|
|
Fair Market
Value
|
|
Gross Unrealized
Losses
|
|
Fair Market
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Market Value
|
Corporate bonds
|
$
|
(118.2
|
)
|
|
$
|
7,132.9
|
|
|
$
|
(42.7
|
)
|
|
$
|
994.2
|
|
|
$
|
(160.9
|
)
|
|
$
|
8,127.1
|
|
Asset-backed securities
|
(47.4
|
)
|
|
3,515.9
|
|
|
(16.7
|
)
|
|
867.7
|
|
|
(64.1
|
)
|
|
4,383.6
|
|
U.S. government agency securities
|
(31.2
|
)
|
|
2,013.8
|
|
|
(16.5
|
)
|
|
431.1
|
|
|
(47.7
|
)
|
|
2,444.9
|
|
U.S. Treasury securities
|
(46.9
|
)
|
|
1,676.8
|
|
|
(30.0
|
)
|
|
864.0
|
|
|
(76.9
|
)
|
|
2,540.8
|
|
Canadian government obligations and
Canadian government agency obligations
|
(20.6
|
)
|
|
1,020.3
|
|
|
—
|
|
|
—
|
|
|
(20.6
|
)
|
|
1,020.3
|
|
Canadian provincial bonds
|
(6.3
|
)
|
|
387.7
|
|
|
(1.1
|
)
|
|
50.4
|
|
|
(7.4
|
)
|
|
438.1
|
|
Municipal bonds
|
(3.6
|
)
|
|
285.8
|
|
|
(0.7
|
)
|
|
16.0
|
|
|
(4.3
|
)
|
|
301.8
|
|
Other securities
|
(9.2
|
)
|
|
573.3
|
|
|
(1.3
|
)
|
|
33.4
|
|
|
(10.5
|
)
|
|
606.7
|
|
|
$
|
(283.4
|
)
|
|
$
|
16,606.5
|
|
|
$
|
(109.0
|
)
|
|
$
|
3,256.8
|
|
|
$
|
(392.4
|
)
|
|
$
|
19,863.3
|
|
The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of
June 30, 2017
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
Securities in unrealized loss position less than
12 months
|
|
Securities in unrealized loss position greater than 12 months
|
|
Total
|
|
Gross Unrealized
Losses
|
|
Fair Market
Value
|
|
Gross Unrealized
Losses
|
|
Fair Market
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Market Value
|
Corporate bonds
|
$
|
(22.0
|
)
|
|
$
|
2,619.9
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
(22.0
|
)
|
|
$
|
2,627.3
|
|
Asset-backed securities
|
(8.5
|
)
|
|
1,916.1
|
|
|
(0.1
|
)
|
|
11.3
|
|
|
(8.6
|
)
|
|
1,927.4
|
|
U.S. government agency securities
|
(13.4
|
)
|
|
1,935.3
|
|
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
|
1,935.3
|
|
U.S. Treasury securities
|
(14.3
|
)
|
|
1,317.8
|
|
|
—
|
|
|
1.0
|
|
|
(14.3
|
)
|
|
1,318.8
|
|
Canadian government obligations and
Canadian government agency obligations
|
(11.4
|
)
|
|
699.6
|
|
|
—
|
|
|
—
|
|
|
(11.4
|
)
|
|
699.6
|
|
Canadian provincial bonds
|
(1.4
|
)
|
|
179.8
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
179.8
|
|
Municipal bonds
|
(1.2
|
)
|
|
98.8
|
|
|
(0.1
|
)
|
|
1.2
|
|
|
(1.3
|
)
|
|
100.0
|
|
Other securities
|
(1.3
|
)
|
|
148.0
|
|
|
(0.1
|
)
|
|
8.9
|
|
|
(1.4
|
)
|
|
156.9
|
|
|
$
|
(73.5
|
)
|
|
$
|
8,915.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
29.8
|
|
|
$
|
(73.8
|
)
|
|
$
|
8,945.1
|
|
At
June 30, 2018
, Corporate bonds include investment-grade debt securities, with a wide variety of issuers, industries, and sectors, primarily carry credit ratings of A and above, and have maturities ranging from
July 2018
through
May 2026
.
At
June 30, 2018
, asset-backed securities include AAA rated senior tranches of securities with predominately prime collateral of fixed-rate credit card, auto loan, equipment lease and rate reduction receivables with fair values of
$2,033.6 million
,
$1,784.4 million
,
$472.0 million
, and
$201.7 million
, respectively. These securities are collateralized by the cash flows of the underlying pools of receivables. The primary risk associated with these securities is the collection risk of the underlying receivables. All collateral on such asset-backed securities has performed as expected through
June 30, 2018
.
At
June 30, 2018
, U.S. government agency securities primarily include debt directly issued by Federal Home Loan Banks and Federal Farm Credit Banks with fair values of
$1,889.5 million
and
$628.0 million
, respectively. U.S. government agency securities represent senior, unsecured, non-callable debt that primarily carry ratings of Aaa by Moody's and AA+ by Standard & Poor's with maturities ranging from
September 2018
through
March 2026
.
At
June 30, 2018
, other securities and their fair value primarily represent: U.S. government agency commercial mortgage-backed securities of
$298.2 million
issued by Federal National Mortgage Association ("Fannie Mae") and Federal Home Loan Mortgage Corporation ("Freddie Mac"), Aa2 rated United Kingdom Gilt securities of
$198.8 million
, AAA and AA rated supranational bonds of
$141.3 million
, and AAA and AA rated sovereign bonds of
$110.3 million
.
Classification of corporate investments on the Consolidated Balance Sheets is as follows:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
2018
|
|
2017
|
Corporate investments:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,170.0
|
|
|
$
|
2,780.4
|
|
Short-term marketable securities (a)
|
|
3.3
|
|
|
3.2
|
|
Long-term marketable securities (b)
|
|
7.2
|
|
|
7.6
|
|
Total corporate investments
|
|
$
|
2,180.5
|
|
|
$
|
2,791.2
|
|
(a) - Short-term marketable securities are included within Other current assets on the Consolidated Balance Sheets.
(b) - Long-term marketable securities are included within Other assets on the Consolidated Balance Sheets.
Funds held for clients represent assets that, based upon the Company's intent, are restricted for use solely for the purposes of satisfying the obligations to remit funds relating to the Company’s payroll and payroll tax filing services, which are classified as client funds obligations on our Consolidated Balance Sheets.
Funds held for clients have been invested in the following categories:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
2018
|
|
2017
|
Funds held for clients:
|
|
|
|
|
Restricted cash and cash equivalents held to satisfy client funds obligations
|
|
$
|
4,372.1
|
|
|
$
|
5,401.2
|
|
Restricted short-term marketable securities held to satisfy client funds obligations
|
|
2,521.4
|
|
|
2,918.5
|
|
Restricted long-term marketable securities held to satisfy client funds obligations
|
|
20,244.3
|
|
|
18,971.8
|
|
Total funds held for clients
|
|
$
|
27,137.8
|
|
|
$
|
27,291.5
|
|
Client funds obligations represent the Company's contractual obligations to remit funds to satisfy clients' payroll, tax and other payee payment obligations are recorded on the Consolidated Balance Sheets at the time that the Company impounds funds from clients. The client funds obligations represent liabilities that will be repaid within
one year
of the balance sheet date. The Company has reported client funds obligations as a current liability on the Consolidated Balance Sheets totaling
$27,493.5 million
and
$27,189.4 million
as of
June 30, 2018
and
2017
, respectively. The Company has classified funds held for clients as a current asset since these funds are held solely for the purposes of satisfying the client funds obligations. Of the Company’s funds held for clients at
June 30, 2018
,
$24,242.9 million
are held in the grantor trust. The liabilities held within the trust are intercompany liabilities to other Company subsidiaries and eliminate in consolidation.
The Company has reported the cash flows related to the purchases of corporate and client funds marketable securities and related to the proceeds from the sales and maturities of corporate and client funds marketable securities on a gross basis in the investing section of the Statements of Consolidated Cash Flows. Beginning September 30, 2017, as a result of the adoption of ASU 2016-18 (see Note 1), the Company has reported the cash and cash equivalents related to client funds investments with original maturities of
ninety days or less
, within the beginning and ending balances of cash, cash equivalents, restricted cash, and restricted cash equivalents. These amounts have been reconciled to the Consolidated Balance Sheets on the Statements of Consolidated Cash Flows. Refer to Note 1 for a summary of the change in presentation as a result of the adoption of ASU
2016-18. The Company has reported the cash flows related to the cash received from and paid on behalf of clients on a net basis within net increase in client funds obligations in the financing activities section of the Statements of Consolidated Cash Flows.
Approximately
80%
of the available-for-sale securities held a AAA or AA rating at
June 30, 2018
, as rated by Moody's, Standard & Poor's, DBRS for Canadian denominated securities, and Fitch for asset-backed and commercial mortgage backed securities. All available-for-sale securities were rated as investment grade at
June 30, 2018
.
Expected maturities of available-for-sale securities at
June 30, 2018
are as follows:
|
|
|
|
|
One year or less
|
$
|
2,524.7
|
|
One year to two years
|
5,110.2
|
|
Two years to three years
|
5,533.9
|
|
Three years to four years
|
3,798.0
|
|
After four years
|
5,809.4
|
|
|
|
|
Total available-for-sale securities
|
$
|
22,776.2
|
|
NOTE
7
. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at cost and accumulated depreciation at June 30,
2018
and
2017
are as follows:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
2018
|
|
2017
|
Property, plant and equipment:
|
|
|
|
|
Land and buildings
|
|
$
|
791.8
|
|
|
$
|
778.1
|
|
Data processing equipment
|
|
707.4
|
|
|
653.7
|
|
Furniture, leaseholds and other
|
|
637.1
|
|
|
599.6
|
|
|
|
2,136.3
|
|
|
2,031.4
|
|
Less: accumulated depreciation
|
|
(1,342.6
|
)
|
|
(1,251.5
|
)
|
Property, plant and equipment, net
|
|
$
|
793.7
|
|
|
$
|
779.9
|
|
Depreciation of property, plant and equipment was
$173.1 million
,
$147.3 million
, and
$135.6 million
for fiscal
2018
,
2017
and
2016
, respectively.
NOTE
8
. GOODWILL AND INTANGIBLE ASSETS, NET
Changes in goodwill for the fiscal years ended
June 30, 2018
and
2017
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer
Services
|
|
PEO
Services
|
|
Total
|
Balance at June 30, 2016
|
$
|
1,677.2
|
|
|
$
|
4.8
|
|
|
$
|
1,682.0
|
|
Additions and other adjustments
|
73.4
|
|
|
—
|
|
|
73.4
|
|
Currency translation adjustments
|
7.0
|
|
|
—
|
|
|
7.0
|
|
Disposition of CHSA and COBRA businesses
|
(21.4
|
)
|
|
—
|
|
|
(21.4
|
)
|
Balance at June 30, 2017
|
$
|
1,736.2
|
|
|
$
|
4.8
|
|
|
$
|
1,741.0
|
|
Additions and other adjustments
|
494.9
|
|
|
—
|
|
|
494.9
|
|
Currency translation adjustments
|
7.6
|
|
|
—
|
|
|
7.6
|
|
Balance at June 30, 2018
|
$
|
2,238.7
|
|
|
$
|
4.8
|
|
|
$
|
2,243.5
|
|
Components of intangible assets, net, are as follows:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
2018
|
|
2017
|
Intangible assets:
|
|
|
|
|
Software and software licenses
|
|
$
|
2,292.9
|
|
|
$
|
1,975.2
|
|
Customer contracts and lists
|
|
708.6
|
|
|
614.1
|
|
Other intangibles
|
|
236.5
|
|
|
228.2
|
|
|
|
3,238.0
|
|
|
2,817.5
|
|
Less accumulated amortization:
|
|
|
|
|
|
|
Software and software licenses
|
|
(1,606.6
|
)
|
|
(1,483.7
|
)
|
Customer contracts and lists
|
|
(533.4
|
)
|
|
(506.0
|
)
|
Other intangibles
|
|
(211.6
|
)
|
|
(207.6
|
)
|
|
|
(2,351.6
|
)
|
|
(2,197.3
|
)
|
|
|
|
|
|
Intangible assets, net
|
|
$
|
886.4
|
|
|
$
|
620.2
|
|
Other intangibles consist primarily of purchased rights, purchased content, trademarks and trade names (acquired directly or through acquisitions). All intangible assets have finite lives and, as such, are subject to amortization. The weighted average remaining useful life of the intangible assets is
5 years
(
4 years
for software and software licenses,
8 years
for customer contracts and lists, and
5 years
for other intangibles). Amortization of intangible assets was
$204.5 million
,
$168.8 million
, and
$153.0 million
for fiscal
2018
,
2017
, and
2016
, respectively.
Estimated future amortization expenses of the Company's existing intangible assets are as follows:
|
|
|
|
|
|
Amount
|
Twelve months ending June 30, 2019
|
$
|
244.4
|
|
Twelve months ending June 30, 2020
|
$
|
209.6
|
|
Twelve months ending June 30, 2021
|
$
|
162.4
|
|
Twelve months ending June 30, 2022
|
$
|
120.0
|
|
Twelve months ending June 30, 2023
|
$
|
80.8
|
|
NOTE
9
. SHORT TERM FINANCING
The Company has a
$3.8 billion
,
364
-day credit agreement that matures in
June 2019
with a
one year
term-out option. The Company also has a
$2.25 billion
five
-year credit facility that matures in
June 2022
that also contains an accordion feature under which the aggregate commitment can be increased by
$500 million
, subject to the availability of additional commitments. In addition, the Company has a
five
-year
$3.75 billion
credit facility maturing in
June 2023
that contains an accordion feature under which the aggregate commitment can be increased by
$500 million
, subject to the availability of additional commitments. The interest rate applicable to committed borrowings is tied to LIBOR, the effective federal funds rate, or the prime rate depending on the notification provided by the Company to the syndicated financial institutions prior to borrowing. The Company is also required to pay facility fees on the credit agreements. The primary uses of the credit facilities are to provide liquidity to the commercial paper program and funding for general corporate purposes, if necessary. The Company had
no
borrowings through
June 30, 2018
and
2017
under the credit agreements.
The Company's U.S. short-term funding requirements related to client funds are sometimes obtained on an unsecured basis through the issuance of commercial paper, rather than liquidating previously-collected client funds that have already been invested in available-for-sale securities. The company increased its U.S. short-term commercial paper program to provide for the issuance of up to
$9.8 billion
from
$9.5 billion
in aggregate maturity value in June 2018. The Company’s commercial paper program is rated A-1+ by Standard & Poor’s and Prime-1 by Moody’s. These ratings denote the highest quality commercial paper securities. Maturities of commercial paper can range from
overnight to up to 364 days
. At
June 30, 2018
and
2017
, the Company had
no
commercial paper outstanding. In fiscal
2018
and
2017
, the Company's average daily borrowings were
$2.8 billion
and
$3.1 billion
, respectively, at a weighted average interest rate of
1.4%
and
0.6%
, respectively. The weighted average maturity of the Company’s commercial paper in fiscal
2018
and
2017
was approximately
two days
.
The Company’s U.S., Canadian and United Kingdom short-term funding requirements related to client funds obligations are sometimes obtained on a secured basis through the use of reverse repurchase agreements, which are collateralized principally
by government and government agency securities, rather than liquidating previously-collected client funds that have already been invested in available-for-sale securities. These agreements generally have terms ranging from
overnight to up to five business days
. At
June 30, 2018
and
2017
, there were
no
outstanding obligations related to the reverse repurchase agreements. In fiscal
2018
and
2017
, the Company had average outstanding balances under reverse repurchase agreements of
$374.4 million
and
$274.8 million
, respectively, at weighted average interest rates of
1.3%
and
0.6%
, respectively.
NOTE
10
. LONG TERM DEBT
The Company has fixed-rate notes with
5
-year and
10
-year maturities for an aggregate principal amount of
$2.0 billion
(collectively the “Notes”). The Notes are senior unsecured obligations, and interest is payable in arrears, semi-annually.
The principal amounts and associated effective interest rates of the Notes and other debt as of
June 30, 2018
and
2017
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument
|
|
Effective Interest Rate
|
|
June 30, 2018
|
|
June 30, 2017
|
Fixed-rate 2.250% notes due September 15, 2020
|
|
2.37%
|
|
$
|
1,000.0
|
|
|
$
|
1,000.0
|
|
Fixed-rate 3.375% notes due September 15, 2025
|
|
3.47%
|
|
1,000.0
|
|
|
1,000.0
|
|
Other
|
|
|
|
13.0
|
|
|
20.3
|
|
|
|
|
|
2,013.0
|
|
|
2,020.3
|
|
Less: current portion
|
|
|
|
(2.5
|
)
|
|
(7.8
|
)
|
Less: unamortized discount and debt issuance costs
|
|
|
|
(8.1
|
)
|
|
(10.1
|
)
|
Total long-term debt
|
|
|
|
$
|
2,002.4
|
|
|
$
|
2,002.4
|
|
The effective interest rates for the Notes include the interest on the Notes and amortization of the discount and debt issuance costs.
As of
June 30, 2018
, the fair value of the Notes, based on level 2 inputs, was
$1,976.0 million
. For a description of the fair value hierarchy and the Company's fair value methodologies, including the use of an independent third-party pricing service, see Note
1
"Summary of Significant Accounting Policies."
NOTE
11
. EMPLOYEE BENEFIT PLANS
A. Stock-based Compensation Plans.
Stock-based compensation consists of the following:
|
|
•
|
Stock Options.
Stock options are granted to employees at exercise prices equal to the fair market value of the Company's common stock on the dates of grant. Stock options are issued under a graded vesting schedule and have a term of
10 years
. Options granted after July 1, 2008 generally vest ratably over
four years
. Compensation expense is measured based on the fair value of the stock option on the grant date and recognized over the requisite service period for each separately vesting portion of the stock option award. Stock options are forfeited if the employee ceases to be employed by the Company prior to vesting.
|
|
|
•
|
Time-Based Restricted Stock and Time-Based Restricted Stock Units.
Time-based restricted stock and time-based restricted stock units granted are generally subject to a vesting period of
two years
. Awards are forfeited if the employee ceases to be employed by the Company prior to vesting.
|
Time-based restricted stock cannot be transferred during the vesting period. Compensation expense relating to the issuance of time-based restricted stock is measured based on the fair value of the award on the grant date and recognized on a straight-line basis over the vesting period. Dividends are paid on shares awarded under the time-based restricted stock program.
Time-based restricted stock units are settled in cash and cannot be transferred during the vesting period. Compensation expense relating to the issuance of time-based restricted stock units is recorded over the vesting period and is initially based on the fair value of the award on the grant date and is subsequently
remeasured at each reporting date during the vesting period based on the change in the ADP stock price. No dividend equivalents are paid on units awarded under the time-based restricted stock unit program.
|
|
•
|
Performance-Based Restricted Stock and Performance-Based Restricted Stock Units.
Performance-based restricted stock and performance-based restricted stock units generally vest over a
one
to
three
year performance period and a subsequent service period of up to
26 months
. Under these programs, the Company communicates "target awards" at the beginning of the performance period with possible payouts at the end of the performance period ranging from
0%
to
150%
of the "target awards." Awards are generally forfeited if the employee ceases to be employed by the Company prior to vesting.
|
Performance-based restricted stock cannot be transferred during the vesting period. Compensation expense relating to the issuance of performance-based restricted stock is recognized over the vesting period based on the fair value of the award on the grant date with subsequent adjustments to the number of shares awarded during the performance period based on probable and actual performance against targets. After the performance period, if the performance targets are achieved, employees are eligible to receive dividends during the remaining vesting period on shares awarded under the performance-based restricted stock program.
Performance-based restricted stock units cannot be transferred and are settled in either cash or stock, depending on the employee's home country. Compensation expense relating to the issuance of performance-based restricted stock units settled in cash is recognized over the vesting period initially based on the fair value of the award on the grant date with subsequent adjustments to the number of units awarded during the performance period based on probable and actual performance against targets. In addition, compensation expense is remeasured at each reporting period during the vesting period based on the change in the ADP stock price. Compensation expense relating to the issuance of performance-based restricted stock units settled in stock is recorded over the vesting period based on the fair value of the award on the grant date with subsequent adjustments to the number of units awarded based on the probable and actual performance against targets. Dividend equivalents are paid on awards under the performance-based restricted stock unit program.
|
|
•
|
Employee Stock Purchase Plan.
The Company offers an employee stock purchase plan that allows eligible employees to purchase shares of common stock at a price equal to
95%
of the market value for the Company's common stock on the last day of the offering period. This plan has been deemed non-compensatory and, therefore, no compensation expense has been recorded.
|
The Company currently utilizes treasury stock to satisfy stock option exercises, issuances under the Company's employee stock purchase plan, and restricted stock awards. From time to time, the Company may repurchase shares of its common stock under its authorized share repurchase programs. The Company repurchased
8.5 million
shares in fiscal
2018
as compared to
13.5 million
shares repurchased in fiscal
2017
. The Company considers several factors in determining when to execute share repurchases, including, among other things, actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions. Cash payments related to the settlement of vested time-based restricted stock units and performance-based restricted stock units were approximately
$27.1 million
,
$24.5 million
, and
$25.2 million
during fiscal years
2018
,
2017
, and
2016
, respectively.
The following table represents stock-based compensation expense and related income tax benefits in each of fiscal
2018
,
2017
, and
2016
, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
Operating expenses
|
|
$
|
22.9
|
|
|
$
|
21.5
|
|
|
$
|
23.1
|
|
Selling, general and administrative expenses
|
|
128.7
|
|
|
99.2
|
|
|
97.4
|
|
System development and programming costs
|
|
23.8
|
|
|
18.2
|
|
|
17.1
|
|
Total pretax stock-based compensation expense
|
|
$
|
175.4
|
|
|
$
|
138.9
|
|
|
$
|
137.6
|
|
|
|
|
|
|
|
|
Income tax benefit
|
|
$
|
44.1
|
|
|
$
|
49.9
|
|
|
$
|
49.6
|
|
As of
June 30, 2018
, the total remaining unrecognized compensation cost related to non-vested stock options, restricted stock units, and restricted stock awards amounted to
$13.3 million
,
$54.4 million
, and
$65.6 million
, respectively, which will be amortized over the weighted-average remaining requisite service periods of
2.2 years
,
1.5 years
, and
1.1 years
, respectively.
In fiscal
2018
, the following activity occurred under the Company’s existing plans.
Stock Options:
|
|
|
|
|
|
|
|
|
|
|
Number
of Options
(in thousands)
|
|
Weighted
Average Price
(in dollars)
|
Options outstanding at July 1, 2017
|
|
4,172
|
|
|
$
|
75
|
|
Options granted
|
|
1,137
|
|
|
$
|
107
|
|
Options exercised
|
|
(1,190
|
)
|
|
$
|
67
|
|
Options canceled
|
|
(136
|
)
|
|
$
|
84
|
|
Options outstanding at June 30, 2018
|
|
3,983
|
|
|
$
|
87
|
|
Options exercisable at June 30, 2018
|
|
1,333
|
|
|
$
|
71
|
|
Shares available for future grants, end of year
|
|
15,912
|
|
|
|
Shares reserved for issuance under stock option plans, end of year
|
|
19,895
|
|
|
|
Time-Based Restricted Stock and Time-Based Restricted Stock Units:
|
|
|
|
|
|
|
|
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
Restricted shares/units outstanding at July 1, 2017
|
|
1,761
|
|
|
386
|
|
Restricted shares/units granted
|
|
877
|
|
|
182
|
|
Restricted shares/units vested
|
|
(919
|
)
|
|
(196
|
)
|
Restricted shares/units forfeited
|
|
(121
|
)
|
|
(27
|
)
|
Restricted shares/units outstanding at June 30, 2018
|
|
1,598
|
|
|
345
|
|
Performance-Based Restricted Stock and Performance-Based Restricted Stock Units:
|
|
|
|
|
|
|
|
|
|
Number of Shares
(in thousands)
|
|
Number of Units
(in thousands)
|
Restricted shares/units outstanding at July 1, 2017
|
|
404
|
|
|
769
|
|
Restricted shares/units granted
|
|
157
|
|
|
352
|
|
Restricted shares/units vested
|
|
(238
|
)
|
|
(286
|
)
|
Restricted shares/units forfeited
|
|
(21
|
)
|
|
(46
|
)
|
Restricted shares/units outstanding at June 30, 2018
|
|
302
|
|
|
789
|
|
The aggregate intrinsic value of outstanding stock options and exercisable stock options as of
June 30, 2018
was
$188.8 million
and
$83.8 million
, respectively, which have a remaining life of
7
years and
6
years, respectively. The aggregate intrinsic value for stock options exercised in fiscal
2018
,
2017
, and
2016
was
$60.0 million
,
$70.9 million
, and
$85.4 million
, respectively.
The fair value for stock options granted was estimated at the date of grant using the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
Risk-free interest rate
|
1.8
|
%
|
|
1.2
|
%
|
|
1.6
|
%
|
Dividend yield
|
2.1
|
%
|
|
2.3
|
%
|
|
2.6
|
%
|
Weighted average volatility factor
|
21.7
|
%
|
|
23.2
|
%
|
|
25.6
|
%
|
Weighted average expected life (in years)
|
5.4
|
|
|
5.4
|
|
|
5.4
|
|
Weighted average fair value (in dollars)
|
$
|
17.50
|
|
|
$
|
14.36
|
|
|
$
|
13.16
|
|
The weighted average fair values of shares granted were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
Performance-based restricted stock
|
|
$
|
107.43
|
|
|
$
|
90.63
|
|
|
$
|
75.95
|
|
Time-based restricted stock
|
|
$
|
108.10
|
|
|
$
|
90.99
|
|
|
$
|
76.09
|
|
B. Pension Plans
The Company has a defined benefit cash balance pension plan under which employees are credited with a percentage of base pay plus interest. Effective January 1, 2015, associates hired on or after this date are not eligible to participate in this pension plan. In addition, associates rehired on or after January 1, 2015 will no longer be eligible to earn additional contributions but will continue to earn interest on any balance that remains in the pension plan. The plan interest credit rate varies from year-to-year based on the
ten-year U.S. Treasury rate
. Employees are fully vested upon completion of
three years
of service. The Company's policy is to make contributions within the range determined by generally accepted actuarial principles.
On
March 1, 2018
, the Company offered a voluntary early retirement program ("VERP") to certain eligible U.S.-based associates aged
55
or above with at least
10 years
of service. The early retirement offer was extended to about
3,500
eligible associates, or approximately
6
percent of the Company’s workforce. The window for elections closed on
May 1, 2018
, with approximately
2,200
ADP associates opting to participate. ADP will fund a significant majority of the program costs from the existing surplus in ADP’s U.S. defined benefit plan, which resulted in a special termination charge from the U.S. pension plan of
$319.6 million
, which has been included within Other expense/(income), net, on the Statements of Consolidated Earnings in the fourth quarter of fiscal 2018.
The Company also extended to all employees participating in the VERP the opportunity to continue health care coverage at active employee contribution rates for up to
24
months following retirement. The Company recorded
$13.4 million
of expenses within selling, general, and administrative expenses related to the continuing health coverage for VERP participants who have exited the Company as of June 30, 2018. The Company anticipates recording a charge in fiscal 2019 for the remaining participants who will exit and continue health coverage during fiscal 2019, which may total up to
$35 million
, but is based on the number of associates electing this benefit and the health care option selected by each associate.
Additionally, as a result of the VERP in fiscal 2018, the Company recorded stock-based compensation expenses of
$3.8 million
related to the modification of awards previously granted to the VERP participants.
The Company anticipates recording a non-cash settlement charge in fiscal 2019, within Other expense/(income), net, on the Statements of Consolidated Earnings, which is contingent on the number of participants electing the lump sum payment option and other actuarial assumptions, including the discount rate and long-term rate of return on assets.
The Company also has various retirement plans for its non-U.S. employees and maintains a Supplemental Officers Retirement Plan (“SORP”). The SORP is a defined benefit plan pursuant to which the Company pays supplemental pension benefits to certain corporate officers upon retirement based upon the officers' years of service and compensation. The SORP, which is currently closed to new entrants, will be frozen effective
July 1, 2019
. Benefits under the plan will continue to accrue through
June 30, 2019
, and as of
July 1, 2019
and onward, participants will retain their accrued benefits with no future accruals due to pay and/or service.
A
June 30
measurement date was used in determining the Company's benefit obligations and fair value of plan assets.
The Company is required to (a) recognize in its Consolidated Balance Sheets an asset for a plan's net overfunded status or a liability for a plan's net underfunded status, (b) measure a plan's assets and its obligations that determine its funded status as of the end of the employer's fiscal year, and (c) recognize changes in the funded status of a defined benefit plan in the year in which the changes occur in accumulated other comprehensive income (loss).
The Company's pension plans' funded status as of
June 30, 2018
and
2017
is as follows:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
2018
|
|
2017
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
$
|
2,138.4
|
|
|
$
|
2,006.3
|
|
Actual return on plan assets
|
|
148.5
|
|
|
195.2
|
|
Employer contributions
|
|
10.9
|
|
|
11.9
|
|
Currency translation adjustments
|
|
5.0
|
|
|
(3.2
|
)
|
Benefits paid
|
|
(124.7
|
)
|
|
(71.8
|
)
|
Fair value of plan assets at end of year
|
|
$
|
2,178.1
|
|
|
$
|
2,138.4
|
|
|
|
|
|
|
Change in benefit obligation:
|
|
|
|
|
Benefit obligation at beginning of year
|
|
$
|
1,866.7
|
|
|
$
|
1,843.9
|
|
Service cost
|
|
74.6
|
|
|
80.8
|
|
Interest cost
|
|
65.4
|
|
|
60.0
|
|
Actuarial gain
|
|
(73.7
|
)
|
|
(44.5
|
)
|
Currency translation adjustments
|
|
7.5
|
|
|
2.7
|
|
Curtailments and special termination benefits
|
|
319.5
|
|
|
(4.4
|
)
|
Benefits paid
|
|
(124.7
|
)
|
|
(71.8
|
)
|
Projected benefit obligation at end of year
|
|
$
|
2,135.3
|
|
|
$
|
1,866.7
|
|
|
|
|
|
|
Funded status - plan assets less benefit obligations
|
|
$
|
42.8
|
|
|
$
|
271.7
|
|
The amounts recognized on the Consolidated Balance Sheets as of
June 30, 2018
and
2017
consisted of:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
2018
|
|
2017
|
|
|
|
|
|
Noncurrent assets
|
|
$
|
180.8
|
|
|
$
|
413.8
|
|
Current liabilities
|
|
(5.3
|
)
|
|
(5.0
|
)
|
Noncurrent liabilities
|
|
(132.7
|
)
|
|
(137.1
|
)
|
Net amount recognized
|
|
$
|
42.8
|
|
|
$
|
271.7
|
|
The accumulated benefit obligation for all defined benefit pension plans was
$2,121.1 million
and
$1,852.5 million
at
June 30, 2018
and
2017
, respectively.
The Company's pension plans with accumulated benefit obligations in excess of plan assets as of
June 30, 2018
and
2017
had the following projected benefit obligation, accumulated benefit obligation, and fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
2018
|
|
2017
|
|
|
|
|
|
Projected benefit obligation
|
|
$
|
151.3
|
|
|
$
|
241.0
|
|
Accumulated benefit obligation
|
|
$
|
138.1
|
|
|
$
|
227.9
|
|
Fair value of plan assets
|
|
$
|
13.3
|
|
|
$
|
98.9
|
|
The components of net pension expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
Service cost – benefits earned during the period
|
|
$
|
74.6
|
|
|
$
|
80.8
|
|
|
$
|
70.4
|
|
Interest cost on projected benefits
|
|
65.4
|
|
|
60.0
|
|
|
67.4
|
|
Expected return on plan assets
|
|
(137.5
|
)
|
|
(135.8
|
)
|
|
(131.2
|
)
|
Net amortization and deferral
|
|
8.4
|
|
|
19.1
|
|
|
11.0
|
|
Special termination benefits and plan curtailments
|
|
319.5
|
|
|
0.1
|
|
|
0.1
|
|
Net pension expense
|
|
$
|
330.4
|
|
|
$
|
24.2
|
|
|
$
|
17.7
|
|
The net actuarial loss and prior service credit for the defined benefit pension plans that are included in accumulated other comprehensive (loss)/income that have not yet been recognized as components of net periodic benefit cost are
$238.1 million
and
$19.0 million
, respectively, at
June 30, 2018
. There is no remaining transition obligation for the defined benefit pension plans included in accumulated other comprehensive income. The estimated net actuarial loss and prior service credit for the defined benefit pension plans that will be amortized from accumulated other comprehensive income (loss) into net periodic pension cost in fiscal
2019
are
$1.8 million
and
$2.2 million
, respectively.
Assumptions used to determine the actuarial present value of benefit obligations were:
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
|
|
|
|
Discount rate
|
|
4.10
|
%
|
|
3.70
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
Assumptions used to determine the net pension expense generally were:
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
Discount rate
|
|
3.70
|
%
|
|
3.40
|
%
|
|
4.25
|
%
|
Expected long-term rate of return on assets
|
|
6.75
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Increase in compensation levels
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
The discount rate is based upon published rates for high-quality fixed-income investments that produce cash flows that approximate the timing and amount of expected future benefit payments.
The expected long-term rate of return on assets is determined based on historical and expected future rates of return on plan assets considering the target asset mix and the long-term investment strategy.
Plan Assets
The Company's pension plans' asset allocations at
June 30, 2018
and
2017
by asset category were as follows:
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
|
|
|
|
Cash and cash equivalents
|
|
1
|
%
|
|
1
|
%
|
Fixed income securities
|
|
52
|
%
|
|
36
|
%
|
U.S. equity securities
|
|
14
|
%
|
|
19
|
%
|
International equity securities
|
|
12
|
%
|
|
16
|
%
|
Global equity securities
|
|
22
|
%
|
|
28
|
%
|
|
|
100
|
%
|
|
100
|
%
|
The Company's pension plans' asset investment strategy is designed to ensure prudent management of assets, consistent with long-term return objectives and the prompt fulfillment of all pension plan obligations. The investment strategy and asset mix were developed in coordination with an asset liability study conducted by external consultants to maximize the funded ratio with the least amount of volatility.
The pension plans' assets are currently invested in various asset classes with differing expected rates of return, correlations, and volatilities, including large capitalization and small capitalization U.S. equities, international equities, U.S. fixed income securities, and cash.
The target asset allocation ranges for the U.S. plan are generally as follows:
|
|
|
U.S. fixed income securities
|
35% - 45%
|
U.S. equity securities
|
14% - 24%
|
International equity securities
|
11% - 21%
|
Global equity securities
|
20% - 30%
|
The U.S. pension plan's fixed income asset allocation for fiscal 2018 was outside of the target range due to the previously mentioned VERP in order to meet anticipated lump sum payments to participants. The Company expects the asset allocation will continue to be outside of the target range through fiscal 2019.
The pension plans' fixed income portfolio is designed to match the duration and liquidity characteristics of the pension plans' liabilities. In addition, the pension plans invest only in investment-grade debt securities to ensure preservation of capital. The pension plans' equity portfolios are subject to diversification guidelines to reduce the impact of losses in single investments. Investment managers are prohibited from buying or selling commodities and from the short selling of securities.
None of the pension plans' assets are directly invested in the Company's stock, although the pension plans may hold a minimal amount of Company stock to the extent of the Company's participation in equity indices.
The pension plans' investments included in Level 1 are valued using closing prices for identical instruments that are traded on active exchanges. The pension plans' investments included in Level 2 are valued utilizing inputs obtained from an independent pricing service, which are reviewed by the Company for reasonableness. To determine the fair value of our Level 2 plan assets, a variety of inputs are utilized, including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, new issue data, and monthly payment information. The pension plans have no Level 3 investments at
June 30, 2018
.
The following table presents the investments of the pension plans measured at fair value at
June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
Commingled trusts
|
|
$
|
—
|
|
|
$
|
1,036.7
|
|
|
$
|
—
|
|
|
$
|
1,036.7
|
|
Government securities
|
|
—
|
|
|
507.7
|
|
|
—
|
|
|
507.7
|
|
Mutual funds
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
Corporate and municipal bonds
|
|
—
|
|
|
586.8
|
|
|
—
|
|
|
586.8
|
|
Mortgage-backed security bonds
|
|
—
|
|
|
28.2
|
|
|
—
|
|
|
28.2
|
|
Total pension asset investments
|
|
$
|
5.5
|
|
|
$
|
2,159.4
|
|
|
$
|
—
|
|
|
$
|
2,164.9
|
|
In addition to the investments in the above table, the pension plans also held cash and cash equivalents of
$13.2 million
as of
June 30, 2018
, which have been classified as Level 1 in the fair value hierarchy.
The following table presents the investments of the pension plans measured at fair value at
June 30, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
Commingled trusts
|
|
$
|
—
|
|
|
$
|
1,338.5
|
|
|
$
|
—
|
|
|
$
|
1,338.5
|
|
U.S. government securities
|
|
—
|
|
|
337.7
|
|
|
—
|
|
|
337.7
|
|
Mutual funds
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
Corporate and municipal bonds
|
|
—
|
|
|
409.3
|
|
|
—
|
|
|
409.3
|
|
Mortgage-backed security bonds
|
|
—
|
|
|
32.9
|
|
|
—
|
|
|
32.9
|
|
Total pension asset investments
|
|
$
|
4.8
|
|
|
$
|
2,118.4
|
|
|
$
|
—
|
|
|
$
|
2,123.2
|
|
In addition to the investments in the above table, the pension plans also held cash and cash equivalents of
$15.2 million
as of
June 30, 2017
, which have been classified as Level 1 in the fair value hierarchy.
Contributions
During fiscal
2018
, the Company contributed
$10.9 million
to the pension plans. The Company expects to contribute
$8.3 million
to the pension plans during fiscal 2019.
Estimated Future Benefit Payments
The benefits expected to be paid in each year from fiscal
2019
to the year ended June 30,
2023
are
$308.0 million
,
$148.8 million
,
$160.2 million
,
$100.3 million
, and
$107.7 million
, respectively. The aggregate benefits expected to be paid in the five fiscal years from the year ended June 30,
2024
to the year ended June 30,
2028
are
$669.4 million
. The expected benefits to be paid are based on the same assumptions used to measure the Company's pension plans' benefit obligations at
June 30, 2018
and includes estimated future employee service.
C. Retirement and Savings Plan.
The Company has a 401(k) retirement and savings plan, which allows eligible employees to contribute up to
50%
of their compensation annually and allows highly compensated employees to contribute up to
12%
of their compensation annually. The Company matches a portion of employee contributions, which amounted to approximately
$100.6 million
,
$87.9 million
, and
$81.9 million
for the calendar years ended December 31,
2017
,
2016
, and
2015
, respectively.
NOTE
12
. INCOME TAXES
Earnings from continuing operations before income taxes shown below are based on the geographic location to which such earnings are attributable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
Earnings from continuing operations before income taxes:
|
|
|
|
|
|
|
United States
|
|
$
|
1,849.8
|
|
|
$
|
2,232.8
|
|
|
$
|
2,028.5
|
|
Foreign
|
|
321.3
|
|
|
298.3
|
|
|
206.2
|
|
|
|
$
|
2,171.1
|
|
|
$
|
2,531.1
|
|
|
$
|
2,234.7
|
|
The provision (benefit) for income taxes consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
Federal
|
|
$
|
366.7
|
|
|
$
|
615.3
|
|
|
$
|
579.0
|
|
Foreign
|
|
105.5
|
|
|
91.6
|
|
|
85.0
|
|
State
|
|
77.6
|
|
|
82.7
|
|
|
76.6
|
|
Total current
|
|
549.8
|
|
|
789.6
|
|
|
740.6
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
Federal
|
|
(24.8
|
)
|
|
6.2
|
|
|
17.7
|
|
Foreign
|
|
19.7
|
|
|
7.2
|
|
|
(15.7
|
)
|
State
|
|
5.6
|
|
|
(5.3
|
)
|
|
(1.3
|
)
|
Total deferred
|
|
0.5
|
|
|
8.1
|
|
|
0.7
|
|
Total provision for income taxes
|
|
$
|
550.3
|
|
|
$
|
797.7
|
|
|
$
|
741.3
|
|
A reconciliation between the Company's effective tax rate and the U.S. federal statutory rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
2018
|
|
%
|
|
2017
|
|
%
|
|
2016
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for taxes at U.S. statutory rate
|
|
$
|
609.2
|
|
|
28.1
|
|
|
$
|
885.9
|
|
|
35.0
|
|
|
$
|
782.1
|
|
|
35.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in provision from:
|
|
|
|
|
|
|
|
|
|
|
|
|
State taxes, net of federal tax benefit
|
|
51.0
|
|
|
2.4
|
|
|
52.2
|
|
|
2.1
|
|
|
47.2
|
|
|
2.1
|
|
U.S. tax on foreign income
|
|
12.0
|
|
|
0.5
|
|
|
66.1
|
|
|
2.6
|
|
|
122.6
|
|
|
5.5
|
|
Utilization of foreign tax credits
|
|
(19.6
|
)
|
|
(0.9
|
)
|
|
(76.0
|
)
|
|
(3.0
|
)
|
|
(155.4
|
)
|
|
(7.0
|
)
|
Section 199 - Qualified production activities
|
|
(31.9
|
)
|
|
(1.5
|
)
|
|
(33.2
|
)
|
|
(1.3
|
)
|
|
(31.9
|
)
|
|
(1.4
|
)
|
Section 199 - Qualified production activities and research tax credit refund claim - net of reserves
|
|
—
|
|
|
—
|
|
|
(51.8
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
Resolution of tax matters - Section 199 Qualified production activities and research tax credit refund claim
|
|
(33.3
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Excess tax benefit - Stock-based compensation
|
|
(26.7
|
)
|
|
(1.2
|
)
|
|
(32.1
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
Other
|
|
(10.4
|
)
|
|
(0.5
|
)
|
|
(13.4
|
)
|
|
(0.5
|
)
|
|
(23.3
|
)
|
|
(1.0
|
)
|
|
|
$
|
550.3
|
|
|
25.3
|
|
|
$
|
797.7
|
|
|
31.5
|
|
|
$
|
741.3
|
|
|
33.2
|
|
The effective tax rate for fiscal
2018
and
2017
was
25.3%
and
31.5%
, respectively. The decrease in the effective tax rate is primarily due to the impacts of the Tax Cuts and Jobs Act ("the Act") and the release of reserves for uncertain tax positions in fiscal 2018, partially offset by prior period impacts of the sale of the CHSA and COBRA businesses and the impact of a benefit due to tax incentives associated with the domestic production activity deduction and research tax credit in fiscal 2017.
The Act reduces the U.S. federal corporate income tax rate from
35%
to
21%
. In accordance with ASC 740 companies are required to re-measure deferred tax balances using the new enacted tax rates. The Act requires companies to pay a one-time transition tax on earnings of the Company's foreign subsidiaries that were previously tax deferred for U.S. income taxes and creates new taxes on the Company's foreign sourced earnings. The rate change is administratively effective at the beginning of the Company's fiscal year resulting in a blended corporate statutory tax rate for fiscal
2018
of
28.1%
.
Income tax expense reported for fiscal
2018
reflects the effects of the Act and includes a one-time net charge of
$1.6 million
. The
$1.6 million
is comprised of foreign withholding taxes on future distributions, the one-time transition tax and the recording of a valuation allowance against the Company's foreign tax credits which may not be realized, partially offset by the application of the newly enacted rates to the Company's U.S. deferred tax balances. The Act’s foreign tax credit provisions may limit the Company’s ability to utilize existing foreign tax credits in future periods, accordingly we have estimated that approximately
$34.5 million
could expire unutilized. The Company has also accrued
$28.3 million
related to foreign withholding taxes on future distributions of earnings and profits ("E&P") that may not be utilizable as foreign tax credits.
In response to the Tax Act, the Securities and Exchange Commission (“SEC”) staff issued a Staff Accounting Bulletin No. 118 (“SAB 118”) that provides guidance on accounting for the impact of the Tax Act. SAB 118 allows companies to record provisional amounts while the accounting impact of the Tax Act is still under analysis, not to extend beyond the measurement period of one year from the enactment of the Tax Act.
The accounting for the effects of the rate change on deferred tax balances is not complete and provisional amounts were recorded for these items. The Company re-measured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future. The benefit recorded relating to the re-measurement of the Company's deferred tax balances was
$68.0 million
. The Company is still analyzing certain aspects of the Act and refining calculations, which could potentially affect the re-measurement of these balances or potentially give rise to new deferred tax amounts.
The one-time transition tax is based on the total post-1986 E&P that was previously deferred from US income taxes. The Company recorded a provisional amount for the one-time transition tax liability of
$22.9 million
for the Company's foreign subsidiaries. The Company has not yet completed the calculation of the total post-1986 E&P for these foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from US federal taxation and finalizes the amounts held in cash or other specified assets.
The significant components of deferred income tax assets and liabilities and their balance sheet classifications are as follows:
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
2018
|
|
2017
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
Accrued expenses not currently deductible
|
|
$
|
178.3
|
|
|
$
|
294.5
|
|
Stock-based compensation expense
|
|
49.6
|
|
|
75.5
|
|
Foreign tax credits
|
|
40.0
|
|
|
49.5
|
|
Net operating losses
|
|
44.6
|
|
|
49.5
|
|
Unrealized investment losses, net
|
|
83.6
|
|
|
—
|
|
Other
|
|
20.4
|
|
|
18.7
|
|
|
|
416.5
|
|
|
487.7
|
|
Less: valuation allowances
|
|
(46.0
|
)
|
|
(9.4
|
)
|
Deferred tax assets, net
|
|
$
|
370.5
|
|
|
$
|
478.3
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
Prepaid retirement benefits
|
|
$
|
19.3
|
|
|
$
|
125.1
|
|
Deferred revenue
|
|
16.5
|
|
|
35.5
|
|
Fixed and intangible assets
|
|
242.4
|
|
|
226.3
|
|
Prepaid expenses
|
|
71.8
|
|
|
122.5
|
|
Unrealized investment gains, net
|
|
—
|
|
|
33.4
|
|
Tax on unrepatriated earnings
|
|
28.3
|
|
|
—
|
|
Other
|
|
9.4
|
|
|
5.2
|
|
Deferred tax liabilities
|
|
$
|
387.7
|
|
|
$
|
548.0
|
|
Net deferred tax liabilities
|
|
$
|
17.2
|
|
|
$
|
69.7
|
|
There are
$90.1 million
and
$93.4 million
of long-term deferred tax assets included in other assets on the Consolidated Balance Sheets at
June 30, 2018
and
2017
, respectively.
Income taxes have not been provided on undistributed earnings of certain foreign subsidiaries in an aggregate amount of approximately
$300.9 million
as of
June 30, 2018
, as the Company considers such earnings to be permanently reinvested outside of the United States. The additional U.S. income tax that would arise on repatriation of the remaining undistributed
earnings could be offset, in part, by foreign tax credits on such repatriation. However, it is impracticable to estimate the amount of net income tax that might be payable.
The Company has estimated foreign net operating loss carry-forwards of approximately
$62.7 million
as of
June 30, 2018
, of which
$4.8 million
expire through
2026
and
$57.9 million
have an indefinite utilization period. As of
June 30, 2018
, the Company has approximately
$61.7 million
of federal net operating loss carry-forwards from acquired companies. The net operating losses have an annual utilization limitation pursuant to section 382 of the Internal Revenue Code and expire through
2037
.
The Company has state net operating loss carry-forwards of approximately
$255.4 million
as of
June 30, 2018
, which expire through
2037
. The Company has recorded valuation allowances of
$46.0 million
and
$9.4 million
at
June 30, 2018
and
2017
, respectively, to reflect the estimated amount of domestic and foreign deferred tax assets that may not be realized.
Income tax payments were approximately
$529.7 million
,
$817.1 million
, and
$651.6 million
for fiscal
2018
,
2017
, and
2016
, respectively.
As of June 30,
2018
,
2017
, and
2016
the Company's liabilities for unrecognized tax benefits, which include interest and penalties, were
$45.2 million
,
$74.6 million
, and
$27.4 million
respectively. The amount that, if recognized, would impact the effective tax rate is
$36.1 million
,
$61.0 million
, and
$18.7 million
, respectively. The remainder, if recognized, would principally impact deferred taxes.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
Unrecognized tax benefits at beginning of the year
|
|
$
|
74.6
|
|
|
$
|
27.4
|
|
|
$
|
27.1
|
|
Additions for tax positions
|
|
4.0
|
|
|
7.5
|
|
|
3.8
|
|
Additions for tax positions of prior periods
|
|
19.8
|
|
|
41.9
|
|
|
3.5
|
|
Reductions for tax positions of prior periods
|
|
(40.5
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
Settlement with tax authorities
|
|
(11.7
|
)
|
|
(0.9
|
)
|
|
(1.7
|
)
|
Expiration of the statute of limitations
|
|
(1.0
|
)
|
|
(0.9
|
)
|
|
(4.9
|
)
|
Impact of foreign exchange rate fluctuations
|
|
—
|
|
|
0.1
|
|
|
(0.3
|
)
|
Unrecognized tax benefit at end of year
|
|
$
|
45.2
|
|
|
$
|
74.6
|
|
|
$
|
27.4
|
|
Interest expense and penalties associated with uncertain tax positions have been recorded in the provision for income taxes on the Statements of Consolidated Earnings. During the fiscal years
2018
,
2017
, and
2016
, the Company recorded interest expense (benefit) of
$3.2 million
,
$3.0 million
, and
$1.1 million
, respectively. Penalties incurred during fiscal years
2018
,
2017
, and
2016
were not significant.
At
June 30, 2018
, the Company had accrued interest of
$7.9 million
recorded on the Consolidated Balance Sheets, of which
$4.8 million
was recorded within income taxes payable, and the remainder was recorded within other liabilities. At June 30, 2017, the Company had accrued interest of
$6.9 million
recorded on the Consolidated Balance Sheets, of which
$0.1 million
was recorded within income taxes payable, and the remainder was recorded within other liabilities. At
June 30, 2018
, the Company had accrued penalties of
$0.3 million
recorded on the Consolidated Balance Sheets within other liabilities. At June 30, 2017, the Company had accrued penalties of
$0.2 million
recorded on the Consolidated Balance Sheets within other liabilities.
The Company is routinely examined by the IRS and tax authorities in foreign countries in which it conducts business, as well as tax authorities in states in which it has significant business operations. The tax years currently under examination vary by jurisdiction. Examinations in progress in which the Company has significant business operations are as follows:
|
|
|
|
Taxing Jurisdiction
|
|
Fiscal Years under Examination
|
U.S. (IRS)
|
|
2018
|
Illinois
|
|
2004-2016
|
Canada
|
|
2014
|
India
|
|
2004-2011, 2013-2015
|
Germany
|
|
2010-2014
|
The Company regularly considers the likelihood of assessments resulting from examinations in each of the jurisdictions. The resolution of tax matters is not expected to have a material effect on the consolidated financial condition of the Company, although a resolution could have a material impact on the Company's Statements of Consolidated Earnings for a particular future period and on the Company's effective tax rate.
If certain pending tax matters settle within the next twelve months, the total amount of unrecognized tax benefits may increase or decrease for all open tax years and jurisdictions. Based on current estimates, settlements related to various jurisdictions and tax periods could increase earnings up to
$2 million
and expected cash payments could be up to
$25 million
in the next twelve months. The liability related to cash payments expected to be paid within the next 12 months has been reclassified from other liabilities to current liabilities on the Consolidated Balance Sheets. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability and deferred taxes in the period in which the facts that give rise to a revision become known.
In fiscal
2018
, the IRS completed its review of the examination of the Company's tax return for the years ended June 30, 2017 and
2016
, which did not have a material impact to the Consolidated Financial Statements of the Company.
NOTE
13
. COMMITMENTS AND CONTINGENCIES
The Company has obligations under various facilities and equipment leases. Minimum commitments under these obligations with a future life of greater than one year at
June 30, 2018
are as follows:
|
|
|
|
|
Years ending June 30,
|
|
|
|
2019
|
$
|
107.1
|
|
2020
|
102.1
|
|
2021
|
77.1
|
|
2022
|
58.7
|
|
2023
|
47.8
|
|
Thereafter
|
146.7
|
|
|
$
|
539.5
|
|
In addition to fixed rentals, certain leases require payment of maintenance and real estate taxes and contain escalation provisions based on future adjustments in price indices.
As of
June 30, 2018
, the Company has purchase commitments of appro
ximately
$576.3 million
, including a reinsurance premium with Chubb for the fiscal
2019
policy year, as well as obligations related to software license agreements and purchase and maintenance agreements on our software, equipment, and other assets, of which
$363.0 million
relates to fiscal
2019
,
$113.6 million
relates to the fiscal year ending June 30,
2020
, and the remaining relates to fiscal years ending June 30,
2021
through fiscal
2023
.
In June 2018, a potential class action complaint was filed against ADP in the Circuit Court of Cook County, Illinois. The complaint asserts that ADP violated the Illinois Biometric Privacy Act, was negligent and unjustly enriched itself in connection with its collection, use and storage of biometric data of employees of its clients who are residents of Illinois in connection with certain services provided by ADP to clients in Illinois. The complaint seeks statutory and other unspecified monetary damages, injunctive relief and attorney’s fees. In addition, similar potential class action complaints have been filed in Illinois state courts against ADP and certain of its clients with respect to the collection, use and storage of biometric data of the employees of these
clients. All of these claims are still in their earliest stages and the Company is unable to estimate any reasonably possible loss, or range of loss, with respect to these matters. The Company intends to vigorously defend against these lawsuits.
In July 2016, Uniloc USA, Inc. and Uniloc Luxembourg, S.A. (“Uniloc”) filed a lawsuit against the Company in the United States District Court for the Eastern District of Texas (the "Court") alleging that Company products and services infringe
four
patents. Uniloc alleged infringement of its patents concerning centralized management of application programs on a network, distribution of application programs to a target station on a network, management of configurable application programs on a network, and license use management on a network. The complaint sought unspecified monetary damages, costs, and injunctive relief. On September 28, 2017, the Court granted ADP’s motion to dismiss the complaint on the grounds that all asserted claims of the
four
patents are invalid and dismissed the case with prejudice.
The Company has acquired a license to the
four
patents and a release for any potential past infringement liability. Despite the Company being licensed and released, Uniloc appealed the Court's invalidity determination to the U.S. Court of Appeals for the Federal Circuit (the “Appeals Court”). The Company moved to dismiss Uniloc's appeal; on August 2, 2018, the Appeals Court granted ADP’s motion, ending the lawsuit against ADP.
The Company is subject to various claims, litigation, and regulatory compliance matters in the normal course of business. When a loss is considered probable and reasonably estimable, the Company records a liability in the amount of its best estimate for the ultimate loss. Management currently believes that the resolution of these claims, litigation and regulatory compliance matters against us, individually or in the aggregate, will not have a material adverse impact on our consolidated results of operations, financial condition or cash flows. These matters are subject to inherent uncertainties and management's view of these matters may change in the future.
It is not the Company’s business practice to enter into off-balance sheet arrangements. In the normal course of business, the Company may enter into contracts in which it makes representations and warranties that relate to the performance of the Company’s services and products. The Company does not expect any material losses related to such representations and warranties.
NOTE
14
. RECLASSIFICATION OUT OF ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME
Comprehensive income is a measure of income that includes both net earnings and other comprehensive income (loss). Other comprehensive (loss)/income results from items deferred on the Consolidated Balance Sheets in stockholders' equity. Other comprehensive (loss)/income was
$(259.3) million
,
$(164.1) million
, and
$45.5 million
in fiscal
2018
,
2017
, and
2016
, respectively. Changes in Accumulated Other Comprehensive (Loss)/Income ("AOCI") by component are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency Translation Adjustment
|
|
Net Gains on Available-for-sale Securities
|
|
|
Pension Liability
|
|
|
Accumulated Other Comprehensive (Loss) / Income
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2015
|
|
$
|
(228.3
|
)
|
|
$
|
143.9
|
|
|
|
$
|
(176.2
|
)
|
|
|
$
|
(260.6
|
)
|
Other comprehensive (loss)/income before
reclassification adjustments
|
|
(25.5
|
)
|
|
288.8
|
|
|
|
(199.4
|
)
|
|
|
63.9
|
|
Tax effect
|
|
—
|
|
|
(102.2
|
)
|
|
|
72.9
|
|
|
|
(29.3
|
)
|
Reclassification adjustments to
net earnings
|
|
—
|
|
|
5.0
|
|
(A)
|
|
12.0
|
|
(B)
|
|
17.0
|
|
Tax effect
|
|
—
|
|
|
(1.7
|
)
|
|
|
(4.4
|
)
|
|
|
(6.1
|
)
|
Balance at June 30, 2016
|
|
$
|
(253.8
|
)
|
|
$
|
333.8
|
|
|
|
$
|
(295.1
|
)
|
|
|
$
|
(215.1
|
)
|
Other comprehensive income/(loss) before
reclassification adjustments
|
|
23.0
|
|
|
(405.7
|
)
|
|
|
109.6
|
|
|
|
(273.1
|
)
|
Tax effect
|
|
—
|
|
|
141.6
|
|
|
|
(43.6
|
)
|
|
|
98.0
|
|
Reclassification adjustments to net earnings
|
|
—
|
|
|
(2.2
|
)
|
(A)
|
|
20.6
|
|
(B)
|
|
18.4
|
|
Tax effect
|
|
—
|
|
|
0.8
|
|
|
|
(8.2
|
)
|
|
|
(7.4
|
)
|
Balance at June 30, 2017
|
|
$
|
(230.8
|
)
|
|
$
|
68.3
|
|
|
|
$
|
(216.7
|
)
|
|
|
$
|
(379.2
|
)
|
Other comprehensive income/(loss) before
reclassification adjustments
|
|
2.8
|
|
|
(460.7
|
)
|
|
|
87.0
|
|
|
|
(370.9
|
)
|
Tax effect
|
|
—
|
|
|
123.4
|
|
|
|
(18.7
|
)
|
|
|
104.7
|
|
Reclassification adjustments to
net earnings
|
|
—
|
|
|
2.7
|
|
(A)
|
|
9.3
|
|
(B)
|
|
12.0
|
|
Tax effect
|
|
—
|
|
|
(0.6
|
)
|
|
|
(4.5
|
)
|
|
|
(5.1
|
)
|
Reclassification to retained earnings (C)
|
|
—
|
|
|
(7.1
|
)
|
|
|
(35.2
|
)
|
|
|
(42.3
|
)
|
Balance at June 30, 2018
|
|
$
|
(228.0
|
)
|
|
$
|
(274.0
|
)
|
|
|
$
|
(178.8
|
)
|
|
|
$
|
(680.8
|
)
|
(A) Reclassification adjustments out of AOCI are included within Other expense/(income), net, on the Statements of Consolidated Earnings.
(B) Reclassification adjustments out of AOCI are included in net pension expense (see Note
11
).
(C) During fiscal 2018, the Company adopted ASU 2018-02 and reclassified stranded tax effects attributable to the Act from AOCI to retained earnings. The fiscal 2018 Consolidated Balance Sheets reflect the reclassification out of accumulated other comprehensive (loss)/income into retained earnings (see Note 1).
NOTE
15
. FINANCIAL DATA BY SEGMENT AND GEOGRAPHIC AREA
Based upon similar economic and operational characteristics, the Company’s strategic business units have been aggregated into the following
two
reportable segments: Employer Services and PEO Services. The primary components of “Other” are non-recurring gains and losses, miscellaneous processing services, the elimination of intercompany transactions, interest expense, the results of operations of ADP Indemnity (a wholly-owned captive insurance company that provides workers’ compensation and employee’s liability deductible reimbursement insurance protection for PEO Services’ worksite employees), certain charges and expenses that have not been allocated to the reportable segments, and the historical results of the AMD business. Changes to the allocation methodology for certain allocations, has been adjusted in both the current period and the prior period in the table below, and did not materially affect reportable segment results. The Company also adjusted the segment results to reflect the historical results of AMD in Other, which also did not materially affect reportable segment results. Beginning in the first quarter of fiscal 2019, the Company's chief operating decision maker ("CODM") will begin reviewing segment results reported at actual interest rates and the results of the PEO segment inclusive of the results of ADP Indemnity. Additionally, the CODM will begin reviewing results with changes to certain corporate allocations. These changes represent a change in the measure of segment performance. The Company will reflect these new segment measures beginning in the first quarter of fiscal 2019 and prior period segment results will be restated for comparability.
Certain revenues and expenses are charged to the reportable segments at a standard rate for management reasons. Other costs are recorded based on management responsibility. There is a reconciling item for the difference between actual interest income earned on invested funds held for clients and interest credited to Employer Services and PEO Services at a standard rate of
4.5%
. This allocation is made for management reasons so that the reportable segments' results are presented on a consistent basis without the impact of fluctuations in interest rates. This reconciling adjustment to the reportable segments' revenues and earnings from continuing operations before income taxes is eliminated in consolidation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer Services
|
|
PEO Services
|
|
Other
|
|
Client Fund Interest
|
|
Total
|
Year ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
Revenues from continuing operations
|
|
$
|
10,057.8
|
|
|
$
|
3,896.6
|
|
|
$
|
(9.4
|
)
|
|
$
|
(619.2
|
)
|
|
$
|
13,325.8
|
|
Earnings from continuing operations before income taxes
|
|
3,087.4
|
|
|
504.2
|
|
|
(801.3
|
)
|
|
(619.2
|
)
|
|
2,171.1
|
|
Assets from continuing operations
|
|
30,250.8
|
|
|
760.1
|
|
|
6,077.8
|
|
|
—
|
|
|
37,088.7
|
|
Capital expenditures from continuing operations
|
|
113.9
|
|
|
—
|
|
|
78.0
|
|
|
—
|
|
|
191.9
|
|
Depreciation and amortization
|
|
291.9
|
|
|
3.0
|
|
|
82.7
|
|
|
—
|
|
|
377.6
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
Revenues from continuing operations
|
|
$
|
9,535.2
|
|
|
$
|
3,483.6
|
|
|
$
|
(10.6
|
)
|
|
$
|
(628.4
|
)
|
|
$
|
12,379.8
|
|
Earnings from continuing operations before income taxes
|
|
2,918.5
|
|
|
448.6
|
|
|
(207.6
|
)
|
|
(628.4
|
)
|
|
2,531.1
|
|
Assets from continuing operations
|
|
30,107.7
|
|
|
586.8
|
|
|
6,485.5
|
|
|
—
|
|
|
37,180.0
|
|
Capital expenditures from continuing operations
|
|
83.0
|
|
|
0.2
|
|
|
165.8
|
|
|
—
|
|
|
249.0
|
|
Depreciation and amortization
|
|
247.3
|
|
|
1.3
|
|
|
67.5
|
|
|
—
|
|
|
316.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
Revenues from continuing operations
|
|
$
|
9,211.9
|
|
|
$
|
3,073.1
|
|
|
$
|
1.9
|
|
|
$
|
(619.1
|
)
|
|
$
|
11,667.8
|
|
Earnings from continuing operations before income taxes
|
|
2,798.4
|
|
|
371.2
|
|
|
(315.8
|
)
|
|
(619.1
|
)
|
|
2,234.7
|
|
Assets from continuing operations
|
|
36,637.5
|
|
|
534.6
|
|
|
6,497.9
|
|
|
—
|
|
|
43,670.0
|
|
Capital expenditures from continuing operations
|
|
71.1
|
|
|
1.0
|
|
|
93.6
|
|
|
—
|
|
|
165.7
|
|
Depreciation and amortization
|
|
230.7
|
|
|
1.5
|
|
|
56.4
|
|
|
—
|
|
|
288.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
Europe
|
|
Canada
|
|
Other
|
|
Total
|
Year ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
Revenues from continuing operations
|
|
$
|
11,486.4
|
|
|
$
|
1,245.9
|
|
|
$
|
322.1
|
|
|
$
|
271.4
|
|
|
$
|
13,325.8
|
|
Assets from continuing operations
|
|
$
|
32,221.0
|
|
|
$
|
2,325.0
|
|
|
$
|
2,009.9
|
|
|
$
|
532.8
|
|
|
$
|
37,088.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
Revenues from continuing operations
|
|
$
|
10,760.4
|
|
|
$
|
1,086.0
|
|
|
$
|
291.1
|
|
|
$
|
242.3
|
|
|
$
|
12,379.8
|
|
Assets from continuing operations
|
|
$
|
32,401.0
|
|
|
$
|
2,252.3
|
|
|
$
|
2,018.1
|
|
|
$
|
508.6
|
|
|
$
|
37,180.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
Revenues from continuing operations
|
|
$
|
10,110.9
|
|
|
$
|
1,063.7
|
|
|
$
|
284.1
|
|
|
$
|
209.1
|
|
|
$
|
11,667.8
|
|
Assets from continuing operations
|
|
$
|
39,194.2
|
|
|
$
|
2,064.3
|
|
|
$
|
1,949.4
|
|
|
$
|
462.1
|
|
|
$
|
43,670.0
|
|
The Company has reclassified
$223.0 million
and
$240.9 million
of revenues previously reported within Other for fiscal years
2017
and 2016, respectively, to United States to properly reflect revenues by geography. This revision did not impact segment profit or consolidated revenue results. Management has concluded that the impact was not material to any period presented.
NOTE
16
. QUARTERLY FINANCIAL RESULTS (UNAUDITED)
Summarized quarterly results of our operations for the fiscal years ended June 30,
2018
and June 30,
2017
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30, 2018
|
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
3,078.8
|
|
|
$
|
3,235.4
|
|
|
$
|
3,693.0
|
|
|
$
|
3,318.6
|
|
Gross profit
|
|
$
|
1,212.4
|
|
|
$
|
1,288.7
|
|
|
$
|
1,615.6
|
|
|
$
|
1,366.4
|
|
Earnings before income taxes
|
|
$
|
548.2
|
|
|
$
|
565.7
|
|
|
$
|
852.6
|
|
|
$
|
204.5
|
|
Net earnings
|
|
$
|
401.5
|
|
|
$
|
467.5
|
|
|
$
|
643.1
|
|
|
$
|
108.7
|
|
Basic per common share amounts:
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
0.91
|
|
|
$
|
1.06
|
|
|
$
|
1.46
|
|
|
$
|
0.25
|
|
Diluted per common share amounts:
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
|
0.90
|
|
|
$
|
1.05
|
|
|
$
|
1.45
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30, 2017
|
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
2,916.9
|
|
|
$
|
2,987.3
|
|
|
$
|
3,410.8
|
|
|
$
|
3,064.8
|
|
Gross profit
|
|
$
|
1,173.3
|
|
|
$
|
1,219.5
|
|
|
$
|
1,499.8
|
|
|
$
|
1,217.6
|
|
Earnings before income taxes
|
|
$
|
528.7
|
|
|
$
|
786.2
|
|
|
$
|
827.9
|
|
|
$
|
388.4
|
|
Net earnings
|
|
$
|
368.7
|
|
|
$
|
510.9
|
|
|
$
|
587.9
|
|
|
$
|
265.8
|
|
Basic per common share amounts:
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
0.82
|
|
|
$
|
1.14
|
|
|
$
|
1.32
|
|
|
$
|
0.60
|
|
Diluted per common share amounts:
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
|
0.81
|
|
|
$
|
1.13
|
|
|
$
|
1.31
|
|
|
$
|
0.59
|
|
NOTE
17
. SUBSEQUENT EVENTS
In July 2018, the Company acquired
100%
of outstanding shares of Celergo Holdings, Inc. ("Celergo"), a leading provider of international payroll management services. The results of Celergo will be reported within the Company's Employer Services
segment. The acquisition will be accounted for using the acquisition method of business combination under ASC 805,
Business Combinations.
With the exception of the change in segment measures discussed in Note
15
, resolution of the Uniloc matter discussed in Note
13
and the item listed above, there are no other subsequent events for disclosure.